SC 13D 1 raitschedule13d.htm SC 13D/A SC 13D


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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

RAIT Financial Trust
(Name of Issuer)

Common shares of beneficial interest, par value $0.03 per share
(Title of Class of Securities)

749227609
(CUSIP Number of Class of Securities)
Neil C. Rifkind
General Counsel
Tiptree Financial Inc.
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)

January 12, 2016
(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. 749227609
SCHEDULE 13D
Page 2 of 10

SCHEDULE 13D
1
 
NAME OF REPORTING PERSON
Tiptree Financial Inc.
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
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
SOLE VOTING
5,577,980
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
5,577,980


10
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
5,577,980

12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.11%
14
 
TYPE OF REPORTING PERSON
CO















CUSIP No. 749227609
SCHEDULE 13D
Page 3 of 10

Item 1.
Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the common shares of beneficial interest, par value $0.03 per share (the “Common Shares”), of RAIT Financial Trust, a Maryland trust (the “Issuer”), having its principal executive office at 2929 Arch Street, 17th Floor, Philadelphia, PA, 19104.
Item 2.
Identity and Background
This Statement is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, to report Tiptree Financial Inc.’s (“Tiptree”) beneficial ownership of the Issuer acquired by certain of its subsidiaries. Tiptree is a Maryland corporation with its principal executive office located at 780 Third Ave, 21st FL, New York, NY 10017.
Tiptree is a diversified holding company engaged through its consolidated subsidiaries in a number of businesses and is an active acquirer of new businesses. Tiptree, whose operations date back to 2007, currently has subsidiaries that operate in insurance and insurance services, specialty finance, asset management and real estate. Tiptree’s principal investments are included in a corporate and other segment.
Certain information with respect to the directors and executive officers of Tiptree is set forth in Schedule A attached hereto and is incorporated herein by reference, including each director's and executive officer's business address, present principal occupation or employment, citizenship and other information.
Neither Tiptree nor, to the best of its knowledge, any director, executive officer or controlling person of Tiptree has, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Tiptree or any director, executive officer or controlling person of Tiptree was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to federal or state securities laws.
Item 3.
Source and Amount of Funds or Other Consideration

Tiptree, through certain of its subsidiaries, purchased an aggregate of 5,577,980 Common Shares in the open market for an aggregate price of $13,923,006, exclusive of commissions and fees. The funds for the purchase of such Common Shares came from Tiptree and its subsidiaries’ cash on hand. No borrowed funds were used to purchase such Common Shares.
Item 4.
Purpose of Transaction

Tiptree acquired the Common Shares in the ordinary course of business for investment purposes. Tiptree intends to evaluate the business prospects of the Issuer. In the ordinary course of its business, from time to time, representatives of Tiptree engage in discussions with the management and boards of companies in which it has invested concerning the business and operations of such companies and potential approaches to maximizing shareholder value. Tiptree reserves the right to engage in such discussions with the Issuer and may do so with other holders of the Issuer's securities and/or other third parties as well.
Except as set forth herein or such as would occur upon completion of any of the actions discussed herein, Tiptree has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)–(j) of Item 4 of Schedule 13D. Tiptree intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Issuer’s board of directors, price levels of the Common Shares, other investment opportunities available to Tiptree, conditions in the securities market and general economic and industry conditions, Tiptree may in the future take such actions with respect to its investment in the Issuer



CUSIP No. 749227609
SCHEDULE 13D
Page 4 of 10

as it deems appropriate including, without limitation, purchasing additional shares of Common Shares and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities"), disposing of any or all of its Securities, engaging in any hedging or similar transactions with respect to the Securities, and/or otherwise changing its intention with respect to any and all matters referred to in this Item 4 of this Schedule 13D.
Item 5.
Interest in Securities of the Issuer
(a-b) As of the date hereof, Tiptree is the beneficial owners of 5,577,980 Common Shares (6.11%) of the Issuer, based upon the 91,235,358 Common Shares outstanding as of November 9, 2015, according to the Issuer's Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission.

Tiptree is filing this Schedule 13D as the parent company of and indirect beneficial owner of the Common Shares held by its subsidiaries. Tiptree has sole voting and dispositive power of the Common Shares to which this filing relates.

(c) The trading dates, number of Common Shares purchased or sold and the price per share for all transactions in the Common Shares during the past 60 days by Tiptree’s subsidiaries are set forth in Schedule B and were effected in open market transactions. Schedule B is incorporated herein by reference.

(d) No person other than Tiptree and its applicable subsidiaries is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the securities reported in this Schedule 13D.

(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer


Tiptree does not have any contract, arrangement, understanding or relationship with any person with respect to the Common Shares.
Item 7.
Material to be Filed as Exhibits


None.








CUSIP No. 749227609
SCHEDULE 13D
Page 5 of 10


SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: January 22, 2016
Tiptree Financial Inc.
By:
/s/ Jonathan Ilany
Name:
Jonathan Ilany
Title:
Chief Executive Officer





CUSIP No. 749227609
SCHEDULE 13D
Page 6 of 10

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF TIPTREE FINANCIAL INC.

Set forth below is the name, business address and present occupation or employment of each director and executive officer of Tiptree Financial Inc. ("Tiptree"). To the best of Tiptree’s knowledge, none of the directors or executive officers named below beneficially owns any Common Shares of RAIT Financial Trust.

DIRECTORS OF TIPTREE FINANCIAL INC.
NAME

PRINCIPAL OCCUPATION OR EMPLOYMENT

ADDRESS
Michael G. Barnes
Executive Chairman of Tiptree and Managing Partner and Co-Chief Investment Officer of Tricadia Capital Management LLC, a privately held investment firm.
Mr. Barnes is a citizen of the United States.
780 Third Ave, 29th FL, New York, NY 10017
Jonathan Ilany
Chief Executive Officer of Tiptree.

Mr. Ilany is a citizen of the United States and Israel.
780 Third Ave, 21st FL, New York, NY 10017
Lesley Goldwasser
Managing Partner of GreensLedge Capital Markets LLC, a privately held investment firm.

Ms. Goldwasser is a citizen of the United States and the United Kingdom.
399 Park Ave, 37th FL, New York, NY 10022
John E. Mack
Retired. Member of the Board of Directors of multiple companies.

Mr. Mack is a citizen of the United States.
780 Third Ave, 21st FL, New York, NY 10017
Richard A. Price
Retired. Member of the Board of Directors of multiple companies.

Mr. Price is a citizen of the United States.
780 Third Ave, 21st FL, New York, NY 10017
Bradley E. Smith
Managing Director of Kahala Capital Advisors LLC, a private investment firm.

Mr. Smith is a citizen of the United States.
Seven Waterfront Plaza, Suite 400, Honolulu, HI 96816















CUSIP No. 749227609
SCHEDULE 13D
Page 7 of 10

EXECUTIVE OFFICERS OF TIPTREE FINANCIAL INC.
NAME

PRINCIPAL OCCUPATION OR EMPLOYMENT

ADDRESS
Michael G. Barnes
Executive Chairman of Tiptree and Managing Partner and Co-Chief Investment Officer of Tricadia Capital Management LLC, a privately held investment firm.
Mr. Barnes is a citizen of the United States.
780 Third Ave, 29th FL, New York, NY 10017
Jonathan Ilany
Chief Executive Officer of Tiptree.

Mr. Ilany is a citizen of the United States and Israel.
780 Third Ave, 21st FL, New York, NY 10017
Sandra Bell
Chief Financial Officer of Tiptree.

Ms. Bell is a citizen of the United States.
780 Third Ave, 21st FL, New York, NY 10017
Julia Wyatt
Chief Operating Officer of Tiptree.

Ms. Wyatt is a citizen of the United States and Australia.
780 Third Ave, 21st FL, New York, NY 10017
Patrick Huvane
Chief Accounting Officer of Tiptree.

Mr. Huvane is a citizen of the United States.
780 Third Ave, 21st FL, New York, NY 10017
Neil C. Rifkind
Vice President, General Counsel and Secretary of Tiptree.

Mr. Rifkind is a citizen of the United States.
780 Third Ave, 21st FL, New York, NY 10017



CUSIP No. 749227609
SCHEDULE 13D
Page 8 of 10

SCHEDULE B

Transactions in the Common Shares of RAIT Financial Trust
Trade Date
Number of Shares
Price Per Share
Purchase/Sale
12/14/2015
50,000
$2.25
Purchase
12/14/2015
25,000
$2.26
Purchase
12/14/2015
65,000
$2.27
Purchase
12/14/2015
45,500
$2.28
Purchase
12/14/2015
112,700
$2.29
Purchase
12/14/2015
69,100
$2.30
Purchase
12/14/2015
78,512
$2.31
Purchase
12/14/2015
27,200
$2.32
Purchase
12/14/2015
4,000
$2.33
Purchase
12/14/2015
700
$2.35
Purchase
12/14/2015
1,600
$2.36
Purchase
12/14/2015
3,500
$2.37
Purchase
12/14/2015
1,000
$2.38
Purchase
12/14/2015
1,100
$2.39
Purchase
12/14/2015
500
$2.40
Purchase
12/15/2015
10,400
$2.30
Purchase
12/15/2015
10,000
$2.32
Purchase
12/15/2015
19,000
$2.45
Purchase
12/15/2015
71,100
$2.46
Purchase
12/15/2015
50,000
$2.47
Purchase
12/16/2015
50,000
$2.60
Purchase
12/16/2015
37,215
$2.68
Purchase
12/16/2015
120,241
$2.69
Purchase
12/16/2015
10,000
$2.70
Purchase
12/18/2015
2,500
$2.62
Purchase
12/18/2015
7,417
$2.63
Purchase
12/21/2015
6,300
$2.68
Purchase
12/21/2015
900
$2.69
Purchase
12/21/2015
1,000
$2.70
Purchase
12/21/2015
10
$2.78
Purchase
12/22/2015
2,200
$2.78
Sale
12/23/2015
4,975
$2.69
Purchase
12/23/2015
45,000
$2.70
Purchase
12/28/2015
13,165
$2.69
Purchase
12/28/2015
127,296
$2.70
Purchase
12/29/2015
4,200
$2.59
Purchase
12/29/2015
31,200
$2.60
Purchase
12/29/2015
30,000
$2.61
Purchase
12/29/2015
100
$2.62
Purchase
12/29/2015
25,000
$2.63
Purchase



CUSIP No. 749227609
SCHEDULE 13D
Page 9 of 10

12/29/2015
25,000
$2.64
Purchase
12/29/2015
30,000
$2.65
Purchase
12/29/2015
22,100
$2.66
Purchase
12/29/2015
22,900
$2.67
Purchase
12/29/2015
13,000
$2.68
Purchase
12/29/2015
20,000
$2.69
Purchase
12/30/2015
1,800
$2.62
Purchase
12/30/2015
11,900
$2.63
Purchase
12/30/2015
25,696
$2.64
Purchase
12/30/2015
4,504
$2.65
Purchase
12/30/2015
5,700
$2.66
Purchase
12/31/2015
1,060
$2.65
Purchase
12/31/2015
16,505
$2.66
Purchase
12/31/2015
12,268
$2.67
Purchase
12/31/2015
15,200
$2.68
Purchase
12/31/2015
14,224
$2.69
Purchase
1/4/2016
1,700
$2.66
Purchase
1/4/2016
8,744
$2.67
Purchase
1/4/2016
18,600
$2.68
Purchase
1/4/2016
3,500
$2.69
Purchase
1/5/2016
1,000
$2.74
Purchase
1/5/2016
19,147
$2.75
Purchase
1/5/2016
17,546
$2.76
Purchase
1/6/2016
6,557
$2.76
Purchase
1/6/2016
14,750
$2.79
Purchase
1/7/2016
6
$2.62
Purchase
1/7/2016
494
$2.63
Purchase
1/7/2016
6,017
$2.64
Purchase
1/7/2016
5,000
$2.65
Purchase
1/7/2016
11,000
$2.66
Purchase
1/7/2016
88,677
$2.67
Purchase
1/7/2016
75,465
$2.68
Purchase
1/7/2016
33,288
$2.69
Purchase
1/7/2016
220,312
$2.70
Purchase
1/8/2016
9,000
$2.61
Purchase
1/8/2016
25,358
$2.62
Purchase
1/8/2016
52,281
$2.63
Purchase
1/8/2016
193,627
$2.64
Purchase
1/8/2016
133,779
$2.65
Purchase
1/8/2016
164,945
$2.66
Purchase
1/8/2016
121,590
$2.67
Purchase
1/8/2016
165,678
$2.68
Purchase
1/8/2016
141,214
$2.69
Purchase
1/8/2016
326,333
$2.70
Purchase
1/9/2016
6,927
$2.64
Purchase



CUSIP No. 749227609
SCHEDULE 13D
Page 10 of 10

1/9/2016
160,791
$2.65
Purchase
1/9/2016
86,271
$2.66
Purchase
1/9/2016
85,332
$2.67
Purchase
1/9/2016
77,615
$2.68
Purchase
1/11/2016
48,501
$2.50
Purchase
1/11/2016
320,305
$2.51
Purchase
1/11/2016
130,800
$2.52
Purchase
1/11/2016
25,718
$2.53
Purchase
1/11/2016
3,900
$2.54
Purchase
1/11/2016
15,202
$2.55
Purchase
1/11/2016
68,945
$2.56
Purchase
1/11/2016
140,355
$2.57
Purchase
1/11/2016
42,100
$2.58
Purchase
1/11/2016
8,200
$2.59
Purchase
1/12/2016
3,200
$2.51
Purchase
1/12/2016
48,100
$2.54
Purchase
1/12/2016
53,281
$2.55
Purchase
1/12/2016
35,141
$2.56
Purchase
1/12/2016
1,500
$2.57
Purchase
1/14/2016
9,900
$2.25
Purchase
1/14/2016
5,000
$2.29
Purchase
1/14/2016
800
$2.24
Purchase
1/19/2016
25,000
$2.07
Purchase
1/19/2016
49,900
$2.05
Purchase
1/19/2016
75,100
$2.04
Purchase
1/19/2016
12,441
$2.03
Purchase
1/20/2016
97,900
$1.96
Purchase
1/20/2016
95,236
$1.95
Purchase
1/20/2016
276,900
$1.99
Purchase
1/20/2016
117,783
$1.98
Purchase
1/20/2016
32,800
$1.97
Purchase
1/20/2016
5,351
$2.08
Purchase
1/21/2016
130,940
$2.07
Purchase
1/21/2016
13,049
$2.09
Purchase