SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Inayatullah Arif

(Last)

(First)

(Middle)

780 THIRD AVENUE

29TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Care Investment Trust Inc. [ CVTR ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/09/2011		J⁽¹⁾		4,859	A	$7.25	14,104	I⁽²⁾	By TREIT Management LLC
Common Stock								9,277,575⁽³⁾	I⁽⁴⁾	By Tiptree Financial Partners, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant	$11.33							09/30/2008	09/30/2018	Common Stock	652,500		652,500⁽³⁾	I⁽⁴⁾	By Tiptree Financial Partners, L.P.

Explanation of Responses:

1. These shares were issued by the Issuer to TREIT Management LLC as partial payment of an incentive fee due under the Services Agreement between Care Investment Trust Inc. and TREIT Management LLC, dated as of November 4, 2010

2. The reporting person is an equity owner of Tricadia Holdings, L.P., which is the parent of Tiptree Capital Management, LLC, which in turn is the parent of TREIT Management LLC. 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 TREIT Management LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

3. Reflects the Issuer's three for two stock split effected as of September 20, 2010

4. The reporting person is a 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 Financial Partners, L.P. 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.

Remarks:

	/s/ Danielle M. DePalma, Attorney-in-Fact	08/09/2011
	** 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 4 (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).
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