0001423948-15-000004.txt : 20150908 0001423948-15-000004.hdr.sgml : 20150907 20150908150043 ACCESSION NUMBER: 0001423948-15-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150908 DATE AS OF CHANGE: 20150908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIPTREE FINANCIAL INC. CENTRAL INDEX KEY: 0001393726 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 383754322 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82950 FILM NUMBER: 151096473 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-446-1410 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Care Investment Trust Inc. DATE OF NAME CHANGE: 20070320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tiptree Financial Partners, L.P. CENTRAL INDEX KEY: 0001423948 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 331167206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-388-5904 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a942015schedule13da12.htm SC 13D/A SC 13D


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 12)
Tiptree Financial Inc.

(Name of Company)
Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)
88822Q103

(CUSIP Number of Class of Securities)
Geoffrey Kauffman
Chief Executive Officer
Tiptree Financial Partners, L.P.
780 Third Avenue, 21st Floor
New York, NY 10017
(212) 446-1400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 4, 2015

(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.




* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 3 of 16

SCHEDULE 13D
1
 
NAME OF REPORTING PERSON
Tiptree Financial Partners, L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨(b) ¨
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)
¨
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
12,317,284 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
 
12,317,284 shares of Class A Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
12,317,284 shares of Class A Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.99% (See Item 5)
14
 
TYPE OF REPORTING PERSON
PN













CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 4 of 16

SCHEDULE 13D
1
 
NAME OF REPORTING PERSON
 
Tricadia Holdings, L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨(b) ¨
3
 
SEC USE ONLY
4
 
SOURCE OF FUNDS
 
AF; PF
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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
6,675,329 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
 
6,675,329 shares of Class A Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
6,675,329 shares of Class A Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.99% (See Item 5)
14
 
TYPE OF REPORTING PERSON
 
HC, PN








CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 5 of 16

SCHEDULE 13D
1
 
NAME OF REPORTING PERSON
 
Tricadia Holdings GP, LLC
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨(b) ¨
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)
¨
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
6,675,329 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
 
6,675,329 shares of Class A Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
6,675,329 shares of Class A Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.99% (See Item 5)
14
 
TYPE OF REPORTING PERSON
 
HC








CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 6 of 16

SCHEDULE 13D
1
 
NAME OF REPORTING PERSON
 
Michael Barnes
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨  
(b) ¨
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)
¨
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
SOLE VOTING POWER
3,109,596 shares of Class A Common Stock
8
SHARED VOTING POWER
8,838,749 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
3,109,596 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
 
8,838,749 shares of Class A Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
11,948,345 shares of Class A Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
27.20% (See Item 5)
14
 
TYPE OF REPORTING PERSON
 
HC, IN








CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 7 of 16

SCHEDULE 13D
1
 
NAME OF REPORTING PERSON
 
Arif Inayatullah
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨(b) ¨
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)
¨
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
SOLE VOTING POWER
1,232,326 shares of Class A Common Stock
8
SHARED VOTING POWER
8,186,249 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
1,232,326 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
 
8,186,249 shares of Class A Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
9,418,575 shares of Class A Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.46% (See Item 5)
14
 
TYPE OF REPORTING PERSON
 
HC, IN








CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 8 of 16

SCHEDULE 13D
1
 
NAME OF REPORTING PERSON
 
Geoffrey N. Kauffman
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨(b) ¨
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)
¨
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
SOLE VOTING POWER
672,221 shares of Class A Common Stock
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
672,221 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
672,221 shares of Class A Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.91% (See Item 5)
14
 
TYPE OF REPORTING PERSON
 
HC/ IN








CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 9 of 16

SCHEDULE 13D
1
 
NAME OF REPORTING PERSON
 
TFPLP Holdings I LLC
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨(b) ¨
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)
¨
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
4,774,988 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
 
4,774,988 shares of Class A Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
4,774,988 shares of Class A Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.98% (See Item 5)
14
 
TYPE OF REPORTING PERSON
 
HC








CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 10 of 16

SCHEDULE 13D
1
 
NAME OF REPORTING PERSON
 
TFPLP Holdings III LLC
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨(b) ¨
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)
¨
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
1,900,341 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
 
1,900,341 shares of Class A Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
1,900,341 shares of Class A Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.14% (See Item 5)
14
 
TYPE OF REPORTING PERSON
 
HC



CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 11 of 16

This Amendment No. 12 (“Amendment No. 12”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2010 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on July 10, 2012 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed with the SEC on January 3, 2013 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed with the SEC on July 3, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D filed with the SEC on January 3, 2014 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D filed with the SEC on May 7, 2014 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D filed with the SEC on August 7, 2014 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D filed with the SEC on September 4, 2014 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D filed with the SEC on November 5, 2014 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D filed with the SEC on December 8, 2014 (“Amendment No. 9”), Amendment No. 10 to the Original Schedule 13D filed with the SEC on January 5, 2015 (“Amendment No. 10”), Amendment No. 11 to the Original Schedule 13D filed with the SEC on August 19, 2015 (“Amendment No. 11” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and this Amendment No. 12, the “Schedule 13D”), with respect to the Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of Tiptree Financial Inc., a Maryland corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 12 have the meanings set forth in the Schedule 13D. This Amendment No. 12 amends Item 5 as set forth below.

Item 5.
Interest in Securities of the Company

Item 5 is hereby amended and supplemented as follows:

(a) On September 4, 2015, the Company issued an aggregate of 1,711,173 shares of Class A Common Stock to limited partners of TFP in exchange for an aggregate of 611,570 TFP partnership units. TFP delivered to the Company for cancellation one share of Class B Common Stock of the Company for each share of Class A Common Stock issued. As of September 4, 2015, there are 35,081,201 shares of Class A Common Stock of the Company outstanding and 8,055,364 shares of Class B Common Stock of the Company outstanding. As of September 4, 2015, there are 11,068,219 limited partnership units of TFP outstanding, of which the Company owns 8,189,247.

As of the date of this Amendment No. 12, TFP may be deemed to beneficially own 12,317,284 shares of Class A Common Stock, which consists of (i) 652,500 shares of Class A Common Stock issuable upon exercise of the CRE Warrant (as defined in the Original Schedule 13D) to purchase such shares, (ii) 8,055,364 shares of Class A Common Stock issuable upon redemption by TFP of membership units of Operating Company owned by it (which excludes TFP partnership units owned by Tiptree) and (iii)


CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 12 of 16

3,609,420 shares of Class A Common Stock issuable upon redemption of Operating company units issuable upon exercise of warrants held by TFP. These shares represent approximately 25.99% of the shares of Class A Common Stock outstanding based on 47,398,485 shares of Class A Common Stock, which consists of (i) 35,081,201 shares of Class A Common Stock outstanding, (ii) 8,055,364 shares of Class A Common Stock issuable upon redemption of Operating Company units, (iii) 3,609,420 shares of Class A Common Stock issuable upon redemption of Operating Company units issuable upon exercise of warrants and (iv) 652,500 shares of Class A Common Stock issuable upon exercise of the CRE Warrant.

As of the date of this Amendment No. 12, Michael Barnes may be deemed to beneficially own 11,948,345 shares of Class A Common Stock, consisting of 3,109,596 shares of Class A Common Stock over which Mr. Barnes has sole voting and dispositive power, 652,500 shares of Class A Common Stock issuable pursuant to the CRE Warrant owned by TFP over which Mr. Barnes has shared voting and dispositive power, 4,907,343 shares of Class A Common Stock issuable in redemption of TFP partnership units held by Holdings I and Holdings III over which Mr. Barnes has shared voting and dispositive power and 3,278,906 shares of Class A Common Stock issuable upon exercise of warrants over which Mr. Barnes has shared voting and dispositive control. These shares represent approximately 27.20% of the shares of Class A Common Stock outstanding based on 43,919,950 shares of Class A Common Stock, which consists of (i) 35,081,201 shares of Class A Common Stock outstanding, (ii) 3,278,906 shares of Class A Common Stock issuable upon redemption of Operating Company units issuable upon exercise of warrants, (iii) 652,500 shares of Class A Common Stock issuable upon exercise of the CRE Warrant and (iv) 4,907,343 shares issuable in redemption of TFP partnership units held by Holdings I and III.

As of the date of this Amendment No. 12, Arif Inayatullah may be deemed to beneficially own 9,418,575 shares of Class A Common Stock, consisting of 615,031 shares of Class A Common Stock over which Mr. Inayatullah has sole voting and dispositive power, 617,295 shares of Class A Common Stock issuable in redemption of TFP partnership units over which Mr. Inayatullah has sole voting and dispositive control, 4,907,343 shares of Class A Common Stock issuable in redemption of TFP partnership units held by Holdings I and Holdings III over which Mr. Inayatullah has shared voting and dispositive control and 3,278,906 shares of Class A Common Stock issuable upon exercise of warrants over which Mr. Inayatullah has shared voting and dispositive control. These shares represent approximately 21.46% of the shares of Class A Common Stock outstanding based on 43,884,745 shares Class A Common Stock, which consists of (i) 35,081,201 shares of Class A Common Stock outstanding, (ii) 4,907,343 shares issuable in redemption of TFP partnership units held by Holdings I and Holdings III, (iii) 3,278,906 shares issuable upon exercise of warrants to acquire TFP partnership units held by Holdings I and Holdings III and (iv) 617,295 shares issuable in redemption of TFP partnership units.

As of the date of this Amendment No. 12, Tricadia Holdings and Holdings GP, may be deemed to beneficially own 6,675,329 shares of Class A Common Stock, which consists of (i) 3,569,509 shares issuable in redemption of TFP partnership units owned by Holdings I, (ii) 1,205,479 shares issuable in redemption upon exercise of warrants to acquire partnership units held by Holdings I, (iii) 1,337,834


CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 13 of 16

shares issuable in redemption of TFP partnership units owned by Holdings III and (iv) 562,507 shares issuable in redemption upon exercise of warrants to acquire partnership units held by Holdings III. Tricadia Holdings and Holdings GP have shared voting and dispositive control over these shares. These shares represent 15.99% of the shares of Class A Common Stock outstanding based on 41,756,530 shares of Class A Common Stock outstanding, which consists of (i) 35,081,201 shares of Class A Common Stock outstanding, (ii) 4,907,343 shares issuable in redemption of TFP partnership units held by Holdings I and Holdings III and (iii) 1,767,986 shares issuable upon exercise of warrants to acquire TFP partnership units held by Holdings I and Holdings III.

As of the date of this Amendment No. 12, Geoffrey N. Kauffman may be deemed to beneficially own 672,221 shares of Class A Common Stock, consisting of 502,617 shares of Class A Common Stock and 169,604 shares of Class A Common Stock issuable in redemption of TFP partnership units. Mr. Kauffman has the sole power to dispose of and the sole power to vote 672,221 shares of Class A Common Stock. These shares represent approximately 1.91% of the shares of Class A Common Stock outstanding based on 35,250,805 shares of Class A Common Stock, which consists of (i) 35,081,201 shares of Class A Common Stock outstanding and (ii) 169,604 shares issuable in redemption of TFP partnership units.

As of the date of this Amendment No. 12, Holdings I may be deemed to beneficially own 4,774,988 shares of Class A Common Stock issuable in redemption of TFP partnership units. TFPLP Holdings I LLC has shared power to dispose of and shared power to vote 4,774,988 shares of Class A Common Stock, which consists of 3,569,509 shares issuable in redemption of TFP partnership units and 1,205,479 shares issuable in redemption upon exercise of warrants to acquire partnership units. These shares represent 11.98% of the Class A Common Stock outstanding based on 39,856,189 shares of Class A Common Stock, which consists of (i) 35,081,201 shares of Class A Common Stock outstanding, (ii) 3,569,509 shares issuable in redemption of TFP partnership units and (iii) 1,205,479 shares issuable in redemption upon exercise of warrants to acquire partnership units.

As of the date of this Amendment No. 12, Holdings III may be deemed to beneficially own 1,900,341 shares of Class A Common Stock issuable in redemption of TFP partnership units. TFPLP Holdings III LLC has shared power to dispose of and shared power to vote 1,900,341 shares of Class A Common Stock, which consists of 1,337,834 shares issuable in redemption of TFP partnership units and 562,507 shares issuable in redemption upon exercise of warrants to acquire partnership units. These shares represent 5.14% of the Class A Common Stock outstanding based on 36,981,542 shares of Class A Common Stock, which consists of (i) 35,081,201 shares of Class A Common Stock outstanding, (ii) 1,337,834 shares issuable in redemption of TFP partnership units and (iii) 562,507 shares issuable in redemption upon exercise of warrants to acquire partnership units.

(b) Mr. Barnes has the sole power to dispose of and the sole power to vote the 3,109,596 shares of Class A Common Stock directly owned by him and has shared power to dispose of and vote the 8,838,749 shares of Class A Common Stock issuable upon the exercise of warrants to acquire Class A Common Stock


CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 14 of 16

owned by TFP, and issuable in redemption of TFP partnership units and upon exercise of warrants to acquire partnership units owned by Holdings I and Holdings III.

Mr. Inayatullah has the sole power to dispose of and the sole power to vote the 1,232,326 shares of Class A Common Stock directly owned by him or issuable in redemption of TFP partnership units over which Mr. Inayatullah has sole voting and dispositive power and has shared power to dispose of and vote the 8,186,249 shares of Class A Common Stock issuable in redemption of TFP partnership units and upon exercise of warrants to acquire partnership units owned by Holdings I and Holdings III.

Mr. Kauffman has the sole power to dispose of and the sole power to vote the 672,221 shares of Class A Common Stock owned by him.

Holdings I has the shared power to dispose of and the shared power to vote the 4,774,988 shares of Class A Common Stock issuable in redemption of TFP partnership units and upon exercise of warrants to acquire partnership units owned by it.

Holdings III has the shared power to dispose of and the shared power to vote the 1,900,341 shares of Class A Common Stock issuable in redemption of TFP partnership units and upon exercise of warrants to acquire partnership units owned by it.

Tricadia Holdings is the managing member of Holdings I and Holdings III. Holdings GP is the general partner of Tricadia Holdings. Neither Tricadia Holdings nor Holdings GP directly owns any shares of Class A Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Tricadia Holdings and Holdings GP may be deemed to beneficially own the 6,675,329 shares of Class A Common Stock beneficially owned by Holdings I and Holdings III.

(c) Except as set forth in the Schedule 13D, the Reporting Persons have not entered into any transactions during the past sixty days.

(d) No other person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock.

(e) Not applicable.








CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 15 of 16


SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: September 8, 2015
By:
/s/ Michael Barnes
 
Michael Barnes
 
 
By:
/s/ Arif Inayatullah
 
Arif Inayatullah
 
 
 
By:
/s/ Geoffrey N. Kauffman
 
Geoffrey N. Kauffman



CUSIP No. 88822Q103
SCHEDULE 13D/A
Page 16 of 16

TIPTREE FINANCIAL PARTNERS, L.P.
 
 
By:
/s/ Geoffrey N. Kauffman
 
Name:  Geoffrey N. Kauffman
 
Title:  President and Chief Executive 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:  Principal
 
 
 
 
TFPLP HOLDINGS I LLC
 
 
By:
TFPLP HOLDINGS MANAGEMENT LLC
 
 
 
By: TRICADIA HOLDINGS, L.P.
 
Its managing member
 
 
 
By: /s/ Julia Wyatt
 
Name: Julia Wyatt
 
Title: Chief Financial Officer
 
 
 
TFPLP HOLDINGS III LLC
 
 
By:
TFPLP HOLDINGS MANAGEMENT LLC
 
 
 
By: TRICADIA HOLDINGS, L.P.
 
Its managing member
 
 
 
By: /s/ Julia Wyatt
 
Name: Julia Wyatt
 
Title: Chief Financial Officer