SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Barnes Michael Gene

(Last)

(First)

(Middle)

C/O TRICADIA CAPITAL

780 THIRD AVENUE, 29TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2010

3. Issuer Name and Ticker or Trading Symbol
Care Investment Trust Inc. [ CRE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/13/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,185,050	I⁽¹⁾	By Tiptree Financial Partners, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrant	09/30/2008	09/30/2018	Common Stock	435,000	$17	I⁽¹⁾	By Tiptree Financial Partners, L.P.

Explanation of Responses:

1. The reporting person is an officer and partner of Tiptree Financial Partners, L.P. and an equity owner of Tricadia Holdings, L.P., which is the parent of Tiptree Capital Management, LLC, the manager of Tiptree. The reporting person is also a managing member of Tricadia GP Holdings, LLC, which is the managing member of Tricadia Capital, LLC, the General Partner of Tiptree Financial Partners, L.P. The reporting person is also a managing member of Tricadia Holdings GP, LLC, the general partner of Tricadia Holdings, L.P. The reporting person holds voting and investment power with respect to the shares held directly by Tiptree Financial Partners, L.P. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

	/s/ Andrew T. Turney, Attorney-in-Fact	08/23/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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