8-A12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

TIPTREE INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	38-3754322
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
780 Third Avenue, 21st Floor New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Stock, par value $0.001 per share	Nasdaq Capital Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ¨

Securities Act registration statement file number to which this form relates: Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act: None

EXPLANATORY NOTE

This Amendment No. 2 amends and restates in its entirety the Registration Statement on Form 8-A initially filed by Care Investment Trust Inc. (now named Tiptree Inc.) (the “Registrant” or "Company") with the Securities and Exchange Commission (the “SEC”) on June 18, 2007, and as amended on Form 8-A/A Amendment No. 1 filed on August 8, 2013 with the SEC, as set forth below.

On June 7, 2018, the Company filed with the State Department of Assessments and Taxation of Maryland its Fifth Articles of Amendment and Restatement (the “Charter”) toremove all references to the Company's Class B Common Stock and to make other ministerial changes (the "Charter Amendment"). Following the Charter Amendment, the Company will only have one class of common stock which will be renamed "Common Stock" and entitled to one vote per share and otherwise have the same designations, rights, powers and preferences as the shares of the Company's Class A Common Stock prior to the Charter Amendment.

The Company's Common Stock trades on the Nasdaq Capital Market under the symbol “TIPT”.

Item 1. Description of Securities to be Registered.

The following is a summary of the rights of the Company’s common stock and preferred stock. This summary is not completeand is qualified in its entirety by reference to the full texts of the Charter, the Company's Fourth Amended and Restated Bylaws (the “Bylaws”) and Form of Certificate of Common Stock, copies of which are filed herewith as Exhibits 3.1, 3.2 and 4.1, respectively, and the terms of which are incorporated herein by reference.

Rights to Dividends and Distributions

The Charter provides that the Registrant may issue up to 200,000,000 shares of common stock, par value $0.001 per share (“Common Stock”). All shares of Common Stock have equal rights as to earnings, assets, dividends and voting and, when they are issued, will be duly authorized, validly issued, fully paid and non-assessable. Distributions may be paid to the holders of Common Stock if, as and when authorized by the Registrant’s board of directors (the “Board”) and declared by the Registrant out of assets legally available therefor. Shares of Common Stock generally have no preemptive, appraisal, preferential, exchange, conversion, sinking fund or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws, by contract or by the restrictions in the Charter described below. In the event of the Registrant’s liquidation, dissolution or winding up, each share of Common Stock would be entitled to share ratably in all of the Registrant’s assets that are legally available for distribution after payment of or adequate provision for all of the Registrant’s known debts and other liabilities and subject to any preferential rights of holders of the Registrant’s preferred stock, if any preferred stock is outstanding at such time.

Voting Rights

Subject to restrictions in the Charter on the voting rights of the Registrant’s stock and except with respect to any amendment to the Charter (including any articles supplementary relating to any series of preferred stock) that relates solely to the terms of one or more outstanding classes or series (but not to all outstanding classes or series) of common stock or preferred stock if the holders of such affected class or series are entitled, either separately or together with the holders of one or more other such classes or series, to vote thereon pursuant to the Charter (including any articles supplementary relating to any series of preferred stock) or pursuant to the Maryland General Corporation Law, each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of the Registrant’s Common Stock will possess exclusive voting power. There is no cumulative voting in the election of directors.

Reclassification of Shares

The Charter authorizes the Board to classify and reclassify any unissued shares of stock into other classes or series of stock, including preferred stock. Prior to issuance of shares of each class or series, the Board is required by Maryland law and by the Charter to set, subject to restrictions set forth in the Charter on the transfer and ownership of the Registrant’s stock, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board could authorize the issuance of shares of common

stock or preferred stock with terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of the Registrant’s common stock or otherwise be in their best interests. No shares of the Registrant’s preferred stock are presently outstanding and the Registrant has no present plans to issue any preferred stock.

Issuance of Additional Shares

The Board has the power to amend the Charter from time to time without stockholder approval to increase or decrease the total number of authorized shares of the Registrant’s stock or the number of authorized shares of any class or series of the Registrant’s stock, to issue additional authorized but unissued shares of the Registrant’s common stock or preferred stock and to classify or reclassify unissued shares of the Registrant’s common stock or preferred stock and thereafter to cause the Registrant to issue such classified or reclassified shares of stock. The additional classes or series, as well as the Registrant’s existing Common Stock, will be available for issuance without further action by the Registrant’s stockholders, unless stockholder action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may then be listed or traded.

Action by Written Consent

The Charter provides that the power of stockholders to consent in writing, without a meeting, to the taking of any action, is specifically denied except that stockholders will be permitted to take action without a meeting only by unanimous written or electronic consent by each stockholder entitled to vote on the matter, provided however, that any action required or permitted to be taken, to the extent expressly permitted by the articles supplementary relating to one or more series of preferred stock, by the holders of such series of preferred stock, voting separately as a series, may be taken without a meeting by such class or series, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of such class or series entitled to vote thereon were present and voted.

Classified Board

The Charter provides that the Board will be classified, with respect to the terms for which directors severally hold office, into three classes. The directors elected at each annual meeting of the Registrant will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify.

Ownership Restrictions

The Registrant is subject to applicable state insurance laws and regulations. To satisfy the requirements of applicable state insurance regulators, the Charter includes provisions restricting any person that, together with its affiliates, has beneficial ownership of 9.8% or more of the Registrant’s voting securities from voting in excess of 9.8% of the Registrant’s voting securities. The Charter specifically exempts from these restrictions any capital stock beneficially owned by stockholders who acquire beneficial ownership of 9.8% or more of the Registrant’s capital stock, that has been approved by the Pennsylvania Insurance Commissioner, the Superintendent of the New York Department of Financial Services and any other applicable state insurance commissioner.

Special Statutory Requirements for Certain Transactions

The summaries of the following statutes do not purport to be complete and are subject to, and qualified in their entirety by reference to, the applicable provisions of the Maryland General Corporation Law.

Maryland law provides that “control shares” of a corporation acquired in a “control share acquisition” will have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter under the Maryland Control Share Acquisition Act. Shares owned by the acquiror, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. “Control shares” means voting shares of stock that, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power

(except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors withinone of the following ranges of voting power: one-tenth or more but less than one-third, one-third or more but less than a majority, or a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.

Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which such stockholder became an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities.

An interested stockholder is defined as:

• any person who beneficially owns ten percent or more of the voting power of the corporation’s outstanding voting stock; or

• an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

• 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

• two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder.

The Registrant's Bylaws contain a provision exempting from the control share statute any and all acquisitions by any person of the Registrant’s shares of stock. The Board has adopted a resolution which provides that any business combination between the Registrant and any other person is exempted from the provisions of the business combination statute, provided that the business combination is first approved by the Board. However, the Board may amend or eliminate this provision in the Bylaws regarding the control share statute or amend or repeal this resolution regarding the business combination statute. If the Board takes such action in the future, the control share and business combination statutes may prevent or discourage others from trying to acquire control of the Registrant and increase the difficulty of consummating any offer, including potential acquisitions that might involve a premium price for the Registrant’s common stock or otherwise be in the best interest of the Registrant’s stockholders.

Item 2. Exhibits.

Number	Exhibit Description
3.1	Fifth Articles of Amendment and Restatement of the Registrant (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33549), filed on June 7, 2018 and herein incorporated by reference).
3.2	Fourth Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-33549), filed on January 4, 2017 and herein incorporated by reference).
4.1	Form of Certificate of Common Stock*

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

		TIPTREE INC.
Date:	June 7, 2018	By:	/s/ Jonathan Ilany
			Name: Jonathan Ilany
			Title: Chief Executive Officer

EX-4.1

Exhibit 4.1

[LEGEND] NUMBER [LEGEND] SHARES

TIPTREE INC.

INCORPORATED UNDER THE LAWS OF MARYLAND

SEE REVERSE FOR

IMPORTANT NOTICE AND

OTHER INFORMATION

CUSIP

THIS CERTIFIES THAT ___________________________________________________________ is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF

TIPTREE INC.

(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Corporation’s Charter and Bylaws, and amendments thereto.

CERTIFICATE OF STOCK

This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and facsimile signatures of its duly authorized officers.

Dated:

		TIPTREE INC.
		CHIEF EXECUTIVE OFFICER
		SECRETARY
COUNTERSIGNED AND REGISTERED:
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.
TRANSFER AGENT AND REGISTRAR
BY:
	AUTHORIZED SIGNATURE

IMPORTANT NOTICE

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 2-211(B) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (I) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (II) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CHARTER OF THE CORPORATION, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

THE CHARTER OF THE CORPORATION PROVIDES THAT THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LIMITATIONS ON VOTING FOR THE PURPOSE, AMONG OTHERS, OF SATISFYING THE REQUIREMENTS OF APPLICABLE STATE INSURANCE REGULATORS. THE CORPORATION WILL FURNISH A FULL STATEMENT ABOUT THESE LIMITATIONS ON VOTING TO EACH STOCKHOLDER ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH INFORMATION MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	— as tenants in common	UNIF GIFT MIN ACT	— Custodian
TEN ENT	— as tenants by the entireties		(Cust)            (Minor)
JT TEN	— as joint tenants with right		under Uniform Gifts to Minors
	of survivorship and not      as tenants in common		Act                         (State)

Additional abbreviations may also be used though not in the above list.

For Value Received,                      hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
	Shares of Common Stock
represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said shares on the books of the within named Company with full power of substitution in the premises.
Dated

NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.