X0206 3 2014-08-05 0 0001393726 TIPTREE FINANCIAL INC. TIPT 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001433038 TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001634024 TPG Advisors VI-AIV, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Class A Common Stock 5596000 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors"), (ii) TPG Advisors VI, Inc. ("Advisors VI") and (iii) TPG Advisors VI-AIV, Inc. ("Advisors VI-AIV" and, together with Group Advisors, Advisors VI and Messrs. Bonderman and Coulter, the "Reporting Persons"). Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole shareholder of TPG GenPar VI AIV Advisors, Inc., which is the general partner of TPG GenPar VI-AIV, L.P. ("GenPar VI-AIV"), which is the general partner of TPG Prosight, L.P., which is the general partner of TPG PS 1, L.P., which is a shareholder of Prosight Global Holdings Limited ("PGHL"). GenPar VI-AIV is the general partner of TPG VI DFI AIV I, L.P., which is the general partner of TPG PS 2, L.P., which is a shareholder of PGHL. GenPar VI-AIV is the general partner of TPG VI DFI AIV II, L.P., which is the general partner of TPG PS 3, L.P., which is a shareholder of PGHL. Advisors VI is the general partner of Prosight TPG, L.P., which is a shareholder of PGHL. Advisors VI-AIV is the general partner of TPG PS 4, L.P., which is a shareholder of PGHL. Indirect subsidiaries (the "PGI Subsidiaries") of PGHL received in aggregate 5,596,000 shares of Common Stock of the Issuer (the "Shares") on August 5, 2014 in exchange for their limited partnership interests in Tiptree Financial Partners, LP. Because of each of Group Advisors', Advisors VI's and Advisors VI-AIV's relationship to the PGI Subsidiaries, each of Group Advisors, Advisors VI and Advisors VI-AIV may be deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to beneficially own indirectly the Shares directly held by the PGI Subsidiaries. Each of Group Advisors, Advisors VI and Advisors VI-AIV disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein. David Bonderman and James G. Coulter are officers and sole shareholders of Group Advisors, Advisors VI and Advisors VI-AIV, and so therefore may be deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to beneficially own indirectly the Shares held by the PGI Subsidiaries. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (8) 2015-03-04 /s/ Ronald Cami, Vice President, TPG Advisors VI, Inc. (8) 2015-03-04 /s/ Ronald Cami, Vice President, TPG Advisors VI-AIV, Inc. (8) 2015-03-04 /s/ Ronald Cami on behalf of David Bonderman (8)(9) 2015-03-04 /s/ Ronald Cami on behalf of James G. Coulter (8)(9) 2015-03-04