X0306 4 2013-07-01 1 0001393726 TIPTREE FINANCIAL INC. CVTR 0001423948 Tiptree Financial Partners, L.P. C/O TIPTREE FINANCIAL INC. 780 THIRD AVENUE, 21ST FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2013-07-01 4 J 0 9277575 D 0 D Class B Common Stock 2013-07-01 4 J 0 31147371 A 31147371 D Class A Common Stock Warrant 11.33 2008-09-30 2018-09-30 Class A Common Stock 652500 652500 D In connection with a private offer by the reporting person to its limited partners, on July 1, 2013 the reporting person distributed 9,277,575 shares of common stock of the Issuer to certain of its limited partners in exchange for the redemption of certain of their limited partnership interests in the reporting person. The consideration for the disposition of the applicable shares of common stock of the Issuer by the reporting person was each acquirer's proportionate interests in the reporting person, at a ratio of 2.798 shares of common stock of the Issuer in exchange for each limited partnership unit of the reporting person, transferred by each acquirer to the reporting person for cancellation. As of December 31, 2012, the reporting person had a GAAP book value of $34.84 per limited partnership unit. Pursuant to that certain Contribution Agreement ("Contribution Agreement"), dated December 31, 2012 and amended as of February 14, 2013, the reporting person contributed all of its assets and liabilities to an operating subsidiary managed by the Issuer in exchange for (i) 31,147,371 shares of Class B Common Stock of the Issuer and (ii) approximately 75% of the issued and outstanding membership interests in such operating subsidiary. The Contribution Agreement is described in and attached as an exhibit to the Proxy Statement on Schedule 14A, filed by the Issuer on May 13, 2013. The consideration for the acquisition of the applicable shares of Class B Common Stock of the Issuer by the reporting person was the contribution of all of the assets and liabilities of the reporting person which, as of December 31, 2012, had a GAAP book value of approximately $518.5 million. Reflects the Issuer's three-for-two stock split effected as of September 20, 2010. /s/Julia Wyatt, as Chief Financial Officer 2013-07-03