0000905718-14-000084.txt : 20140214 0000905718-14-000084.hdr.sgml : 20140214 20140214124954 ACCESSION NUMBER: 0000905718-14-000084 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82950 FILM NUMBER: 14613621 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: Fintan Partners, LLC CENTRAL INDEX KEY: 0001600089 IRS NUMBER: 202379035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 203 REDWOOD SHORES PARKWAY STREET 2: SUITE 230 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-687-3450 MAIL ADDRESS: STREET 1: 203 REDWOOD SHORES PARKWAY STREET 2: SUITE 230 CITY: REDWOOD CITY STATE: CA ZIP: 94065 SC 13G 1 tiptree13gdec13.htm TIPTREE 13G DEC13 tiptree13gdec13.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.    )*
 
 
 
 
Tiptree Financial Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
88822Q103
(CUSIP Number)
 
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
                  [   ]   Rule 13d-1(b)
                  [   ]   Rule 13d-1(c)
                  [X]   Rule 13d-1(d)
 
 
 
 
*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 the disclosures provided in a prior cover page.
 
The information required in 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
 
(1)   Names of Reporting Persons.  I.R.S. Identification Nos. of  Above  Persons  (entities only):
 
                          Fintan Partners, LLC (20-2379035)
 
 
(2)   Check  the  Appropriate Box  if  a  Member of  a  Group (See Instructions)
 
 
(a)   [   ]
       
 
(b)   [   ]
   

 
(3)   SEC Use Only 
 
 
(4)   Citizenship or Place of Organization:   United States
 
       
Number of Shares Beneficially Owned
      
   by Each Reporting Person With
(5) Sole Voting Power:
996,023*
  
 
(6) Shared Voting Power:
0*
 
 
(7) Sole Dispositive Power:
996,023*
  
 
(8) Shared Dispositive Power:
0*
 

 
(9)   Aggregate Amount Beneficially Owned by Each Reporting Person:        996,023*
 
 
(10)  Check if the Aggregate Amount in  Row (9) Excludes Certain Shares (See Instructions)     
 
 
(11)  Percent of Class Represented by Amount in Row (9):           9.7%*
 
 
(12)  Type of Reporting Person (See Instructions):    IA
 
 
*Based on the information set forth on the Form 10-Q of Tiptree Financial Inc., a Maryland corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2013, there were 10,266,853 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company outstanding as of November 12, 2013.  As of December 31, 2013 (the “Reporting Date”), Fintan Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”), owned an aggregate of 996,023 shares of the Class A Common Stock.  Fintan Partners, LLC, a Delaware limited liability company (“Fintan Partners”), is the investment manager of the Master Fund and, as such, possesses the sole power to vote and the sole power to direct the disposition of the shares of Class A Common Stock held by the Master Fund.  As a result of the foregoing, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Fintan Partners is deemed to be the beneficial owner of 996,023 shares of Class A Common Stock, or approximately 9.7% of the Class A Common Stock deemed issued and outstanding as of such date.
 
 
 
 
-2-
 
 
 
 
 

Item 1(a)   Name Of Issuer:  Tiptree Financial Inc.
 
Item 1(b)   Address of Issuer’s Principal Executive Offices:
   
 
Tiptree Financial Partners, L.P.
  780 Third Avenue
  21st Floor
 
New York, NY  10017
 
 
Item 2(a)   Name of Person Filing:
 
      Fintan Partners, LLC
 
Item 2(b)   Address of Principal Business Office or, if None, Residence:
 
 
203 Redwood Shores Parkway
  Suite 230
 
Redwood City, CA  94065
 
Item 2(c)   Citizenship:
 
      Fintan Partners, LLC, a Delaware limited liability company 
 
Item 2(d)   Title of Class of Securities:  Class A Common Stock, par value $0.001 per share 
 
Item 2(e)   CUSIP No.:  88822Q103
 
 
Item 3.       If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
 
 
Not Applicable.

Item 4.       Ownership.
 
 
(a)   Amount Beneficially Owned (as of December 31, 2013):
996,023*
  
       
 
(b)   Percent of Class (as of December 31, 2013)::
9.7%*
  
       
 
(c)   Number of Shares as to which such person has
    
       
   
(i)   sole power to vote or to direct the vote:
996,023*
  
         
   
(ii)   shared power to vote or to direct the vote:
0*
 
         
   
(iii)   sole power to dispose or to direct the disposition of:
996,023*
  
         
   
(iv)   shared power to dispose or to direct the disposition of:
0*
 
_________________
 
*Based on the information set forth on the Form 10-Q of Tiptree Financial Inc., a Maryland corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2013, there were 10,266,853 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company outstanding as of November 12, 2013. As of December 31, 2013 (the “Reporting Date”), Fintan Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”), owned an aggregate of 996,023 shares of the Class A Common Stock. Fintan Partners, LLC, a Delaware limited liability company (“Fintan Partners”), is the investment manager of the Master Fund and, as such, possesses the sole power to vote and the sole power to direct the disposition of the shares of Class A Common Stock held by the Master Fund. As a result of the foregoing, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Fintan Partners is deemed to be the beneficial owner of 996,023 shares of Class A Common Stock, or approximately 9.7% of the Class A Common Stock deemed issued and outstanding as of such date.
 
 
 
 
-3-
 
 
 
 

 
Item 5.    Ownership of Five Percent or Less of a Class
 
   Not Applicable.
 
 
Item 6.    Ownership of More Than Five Percent on Behalf of Another Person
 
                            Not Applicable.
 
 
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
                            Not Applicable.
 
 
Item 8.    Identification and Classification of Members of the Group
 
                            Not Applicable.
 
 
Item 9.    Notice of Dissolution of Group
 
                            Not Applicable.
 
 
Item 10.   Certification
 
                            By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
 
 
 
 
-4-
 

 
 
 

 
SIGNATURE

 
                              After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
 
 
   Februaray 14, 2014  
         
         
   /s/ Christopher Montclare  
    Christopher Montclare, in his capacity as the  
    Managing Director, Chief Operating Officer and  
    Chief Compliance Officer of Fintan Partners, LLC  
 
 
 
 
 

 
   Attention:  Intentional misstatements or omissions of fact constitute 
Federal criminal violations (See 18 U.S.C. 1001)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-5-