0001393726-19-000018.txt : 20190116 0001393726-19-000018.hdr.sgml : 20190116 20190116143923 ACCESSION NUMBER: 0001393726-19-000018 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190116 DATE AS OF CHANGE: 20190116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIPTREE INC. CENTRAL INDEX KEY: 0001393726 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 383754322 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-214394 FILM NUMBER: 19528991 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: TIPTREE FINANCIAL INC. DATE OF NAME CHANGE: 20130701 FORMER COMPANY: FORMER CONFORMED NAME: Care Investment Trust Inc. DATE OF NAME CHANGE: 20070320 RW 1 rws-3333x2143942016.htm RW Document


Tiptree Inc.
780 Third Avenue, 21st Floor
New York, New York 10017

January 16, 2019

Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Re:
Tiptree Inc.
Request to Withdraw Registration Statement on Form S-3
File No. 333-214394

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Tiptree Inc. (f/k/a Tiptree Financial Inc.), a Maryland corporation (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-3 together with all exhibits and amendments thereto (the “Registration Statement”). The Registration Statement was originally filed with the Commission on November 2, 2016 and the Registrant filed Amendment No. 1 to the Registration Statement on December 7, 2016. The Registration Statement was declared effective on December 14, 2016.

The Registrant is seeking withdrawal of the Registration Statement because the selling stockholders who held all shares registered by the Registration Statement are eligible to sell those shares under Rule 144 promulgated under the Securities Act. The Registrant confirms that no securities were sold pursuant to the Registration Statement or the prospectus contained therein.

The Registrant also requests, in accordance with Rule 457(p) promulgated under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use to the Registrant’s account.

If you have any questions or comments or require further information with respect to the foregoing, please do not hesitate to call me at (212) 446-1407.

Very truly yours,

/s/ Neil C. Rifkind
Neil C. Rifkind
Vice President, General Counsel and Secretary