CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 3 of 16 |
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 | |||
12,468,563 shares of Class A Common Stock | ||||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER | |||
12,468,563 shares of Class A Common Stock | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |||
12,468,563 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) 26.32% (See Item 5) | |||
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 4 of 16 |
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 | |||
6,808,119 shares of Class A Common Stock | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
6,808,119 shares of Class A Common Stock | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |||
6,808,119 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) | |||
16.32% (See Item 5) | ||||
14 | TYPE OF REPORTING PERSON | |||
HC, PN |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 5 of 16 |
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 | |||
6,808,119 shares of Class A Common Stock | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
6,808,119 shares of Class A Common Stock | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |||
6,808,119 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) | |||
16.32% (See Item 5) | ||||
14 | TYPE OF REPORTING PERSON | |||
HC |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 6 of 16 |
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 | ||
3,476,543 shares of Class A Common Stock | ||||
8 | SHARED VOTING POWER | |||
9,021,786 shares of Class A Common Stock | ||||
9 | SOLE DISPOSITIVE POWER | |||
3,476,543 shares of Class A Common Stock | ||||
10 | SHARED DISPOSITIVE POWER | |||
9,021,786 shares of Class A Common Stock | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |||
12,498,329 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) | |||
28.49% (See Item 5) | ||||
14 | TYPE OF REPORTING PERSON | |||
HC, IN |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 7 of 16 |
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 | |||
8,369,286 shares of Class A Common Stock | ||||
9 | SOLE DISPOSITIVE POWER | |||
1,232,326 shares of Class A Common Stock | ||||
10 | SHARED DISPOSITIVE POWER | |||
8,369,286 shares of Class A Common Stock | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |||
9,601,612 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) | |||
21.90% (See Item 5) | ||||
14 | TYPE OF REPORTING PERSON | |||
HC, IN |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 8 of 16 |
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 | |||
4,865,529 shares of Class A Common Stock | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
4,865,529 shares of Class A Common Stock | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |||
4,865,529 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) | |||
12.24% (See Item 5) | ||||
14 | TYPE OF REPORTING PERSON | |||
HC |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 9 of 16 |
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 | |||
1,942,590 shares of Class A Common Stock | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
1,942,590 shares of Class A Common Stock | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |||
1,942,590 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) | |||
5.27% (See Item 5) | ||||
14 | TYPE OF REPORTING PERSON | |||
HC |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 10 of 16 |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Company |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 11 of 16 |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 12 of 16 |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 13 of 16 |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 14 of 16 |
Item 7. | Material to be Filed as Exhibits |
Exhibit 9. | Trading Plan between Michael Barnes and Broker, dated May 13, 2016. |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 15 of 16 |
By: | /s/ Michael Barnes | |
Michael Barnes | ||
By: | /s/ Arif Inayatullah | |
Arif Inayatullah | ||
By: | /s/ Jonathan Ilany | |
Jonathan Ilany |
CUSIP No. 88822Q103 | SCHEDULE 13D/A | Page 16 of 16 |
TIPTREE FINANCIAL PARTNERS, L.P. | |
By: | /s/ Jonathan Ilany |
Name: Jonathan Ilany | |
Title: 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/ Arif Inayatullah | |
Name: Arif Inayatullah | |
Title: Principal | |
TFPLP HOLDINGS III LLC | |
By: | TFPLP HOLDINGS MANAGEMENT LLC |
By: TRICADIA HOLDINGS, L.P. | |
Its managing member | |
By: /s/ Arif Inayatullah | |
Name: Arif Inayatullah | |
Title: Principal |
Programmed Plan |
Of Transactions Under |
Rule 10b5-1 |
Client Information (“Client”) | Company Information (“Issuer”) | |
Name: Michael G. Barnes, on behalf of | Issuer Name: Tiptree Financial Inc. | |
Michael G. Barnes & Lisa A. Underwood, JTWROS | ||
Title: Executive Chairman of the Board | Stock Symbol: TIPT | |
Relationship of Client to Issuer: | Name of Security: Class A Common Stock | |
ü Executive Officer | Contact Person: Neil Rifkind, General Counsel & Secretary | |
ü Director | ||
ü 10% (or Greater) Shareholder | ||
q Other (Specify): |
Plan Term & Termination: | Effective Date: | May 13, 2016 | |
First Possible Trade Date: | May 17, 2016 | ||
Termination Date: | May 12, 2017 | ||
Security Information: | |||
Maximum Number of Shares Affected by this Plan: | TBD by Market Prices ($2,500,000.00 Original Purchase Authority) | ||
Source of Securities Affected by this Plan: | ü Long Shares | ||
q Employer granted stock options | |||
q Restricted Stock/Restricted Stock Units | |||
q Other Employer Benefit Plan (Describe): |
• | I am not in possession of material, non-public information about the securities which are the subject of this Plan; |
• | This Plan is being entered into in good faith and is not part of a plan or scheme to evade the laws governing insider trading; |
• | I am under no legal, regulatory or contractual restriction or undertaking that would prevent Wells Fargo from acting upon the Instructions, including but not limited to any private placement transfer restrictions, pledge or other encumbrance, rights of first refusal, or any other matters that may prohibit or prevent the free transfer of the securities covered by this Plan; |
• | If I am a director or executive officer of the issuer, then I am not subject to any current pension fund blackout period applicable to such issuer, and am not aware of the actual or approximate beginning or ending dates of any such blackout period. |
• | I understand that it is my responsibility to comply with all applicable securities laws and policies of the issuer of the securities with respect to the transactions contemplated by this Plan. |
• | I understand that the laws governing insider trading are fact-specific and that Wells Fargo does not and cannot guarantee that any transaction that is executed pursuant to the Instructions will be deemed covered by the protections of the Rules. |
• | Wells Fargo receives notice of my death; |
• | Wells Fargo receives written notice from me terminating this Plan (which may be given for any reason, permitted by applicable law); |
• | I receive written notice from Wells Fargo terminating this Plan (which may be given for any reason); |
• | If I fail to pay for any trade entered pursuant to the Plan or fail to comply in any material respect with any applicable law and/or my obligations under this Plan; |
• | Upon my demonstrating to Wells Fargo that any of the following contingencies have occurred: |
† | A public announcement has been made of a tender offer involving the issuer's securities; |
† | A definitive agreement has been announced relating to a merger, reorganization, consolidation or similar transaction in which the securities covered by this agreement would be subject to a lock-up provision; |
† | A sale has been made of all or substantially all of the assets of the issuer on a consolidated basis to an unrelated person or entity, or if a transaction affecting the issuer occurs in which the owners of the issuer's outstanding voting power prior to the transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction; |
† | A dissolution or liquidation of the issuer takes place; or |
† | It comes to my attention that the Plan or its attendant transactions may violate existing, new or revised federal or state laws or regulations, or may cause a breach of a contract or agreement to which the issuer is a party or by which the issuer is bound. |
Michael G. Barnes, on behalf of Michael G. Barnes & Lisa A. Underwood, JTWROS | Wells Fargo Advisors, LLC | |
X /s/ Michael Barnes | By /s/ Charles Carson | |
Client Signature | Branch Manager/BDMR | |
May 13, 2016 | May 13, 2016 | |
Date | Date | |
Acknowledged on behalf of Issuer: | ||
By:__ /s/ Jonathan Ilany_________ | ||
Jonathan Ilany | ||
Chief Executive Officer | ||
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