UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
|
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Care Investment Trust Inc.
|
(Name of Company)
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
141657106
|
(CUSIP Number of Class of Securities)
|
Geoffrey Kauffman
|
Chief Executive Officer
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Tiptree Financial Partners, L.P.
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780 Third Avenue, 21st Floor
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New York, NY 10017
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(212) 446-1400
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(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
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June 30, 2012
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(Date of Event which Requires
|
Filing of this Schedule)
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CUSIP No. 141657106
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SCHEDULE 13D/A
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Page 2 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
Tiptree Financial Partners, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
9,930,075 shares of Common Stock (includes Warrant to purchase 652,500 shares of Common Stock (See Item 5))
|
|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
9,930,075 shares of Common Stock (includes Warrant to purchase 652,500 shares of Common Stock (See Item 5))
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
9,930,075 shares of Common Stock (includes Warrant to purchase 652,500 shares of Common Stock (See Item 5))
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
91.3% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON*
PN
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CUSIP No. 141657106
|
SCHEDULE 13D/A
|
Page 3 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
Tiptree Capital Management, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
9,930,075 shares of Common Stock (includes Warrant to purchase 652,500 shares of Common Stock (See Item 5))
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
9,930,075 shares of Common Stock (includes Warrant to purchase 652,500 shares of Common Stock (See Item 5))
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
9,930,075 shares of Common Stock (includes Warrant to purchase 652,500 shares of Common Stock (See Item 5))
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
91.3% (See Item 5)
|
|||
14
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 141657106
|
SCHEDULE 13D/A
|
Page 4 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
Tricadia Holdings, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
72,289 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
72,289 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
72,289 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON*
HC, PN
|
CUSIP No. 141657106
|
SCHEDULE 13D/A
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Page 5 of 13 Pages
|
1
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NAME OF REPORTING PERSON
Tricadia Holdings GP, L.L.C.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
72,289 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
72,289 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
72,289 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON*
HC
|
CUSIP No. 141657106
|
SCHEDULE 13D/A
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Page 6 of 13 Pages
|
1
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NAME OF REPORTING PERSON
Michael Barnes
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
10,002,364 shares of Common Stock (includes Warrant to purchase 652,500 shares of Common Stock (See Item 5))
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
10,002,364 shares of Common Stock (includes Warrant to purchase 652,500 shares of Common Stock (See Item 5))
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,002,364 shares of Common Stock (includes Warrant to purchase 652,500 shares of Common Stock (See Item 5))
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
91.9% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON*
HC, IN
|
CUSIP No. 141657106
|
SCHEDULE 13D/A
|
Page 7 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
Arif Inayatullah
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
72,289 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
72,289 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
72,289 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON*
HC, IN
|
CUSIP No. 141657106
|
SCHEDULE 13D/A
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Page 8 of 13 Pages
|
|
(i)
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Tiptree Financial Partners, L.P., a Delaware limited partnership (“Tiptree”), with respect to the Shares beneficially owned directly by it;
|
|
(ii)
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Tiptree Capital Management, LLC, a limited liability company organized under the laws of the State of Delaware (“Tiptree Capital”) and an indirect subsidiary of Tiptree, as manager of Tiptree, with respect to the Shares beneficially owned directly by Tiptree;
|
|
(iii)
|
Tricadia Holdings, L.P., a Delaware limited partnership (“Tricadia Holdings”), with respect to the Shares beneficially owned directly by Tricadia Holdings;
|
|
(iv)
|
Tricadia Holdings GP, LLC, a limited liability company organized under the laws of the State of Delaware (“Holdings GP”), as general partner of Tricadia Holdings, with respect to the Shares beneficially owned directly by Tricadia Holdings;
|
|
(v)
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Michael Barnes, chairman and beneficial holder of greater than 10% of the outstanding limited partnership units of Tiptree, with respect to the Shares beneficially owned by Tiptree, and as managing partner of Tricadia Holdings, with respect to the Shares beneficially owned by Tricadia Holdings; and
|
|
(vi)
|
Arif Inayatullah, as managing partner of Tricadia Holdings, with respect to the Shares beneficially owned directly by Tricadia Holdings.
|
CUSIP No. 141657106
|
SCHEDULE 13D/A
|
Page 9 of 13 Pages
|
CUSIP No. 141657106
|
SCHEDULE 13D/A
|
Page 10 of 13 Pages
|
CUSIP No. 141657106
|
SCHEDULE 13D/A
|
Page 11 of 13 Pages
|
CUSIP No. 141657106
|
SCHEDULE 13D/A
|
Page 12 of 13 Pages
|
TIPTREE FINANCIAL PARTNERS, L.P.
|
|||
By:
|
/s/ Geoffrey Kauffman
|
||
Name:
|
Geoffrey Kauffman
|
||
Title:
|
Chief Executive Officer
|
TIPTREE CAPITAL MANAGEMENT, LLC
|
|||
By:
|
/s/ Julia Wyatt
|
||
Name:
|
Julia Wyatt
|
||
Title:
|
Chief Financial Officer
|
TRICADIA HOLDINGS, L.P.
|
|||
By:
|
/s/ Arif Inayatullah
|
||
Name:
|
Arif Inayatullah
|
||
Title:
|
Principal
|
TRICADIA HOLDINGS GP, LLC
|
|||
By:
|
/s/ Arif Inayatullah
|
||
Name:
|
Arif Inayatullah
|
||
Title:
|
Managing Member
|
CUSIP No. 141657106
|
SCHEDULE 13D/A
|
Page 13 of 13 Pages
|
/s/ Michael Barnes
|
||
Michael Barnes
|
/s/ Arif Inayatullah
|
||
Arif Inayatullah
|