Sec Form 3 Filing - McKinney Scott T. @ TIPTREE INC. - 2023-03-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person McKinney Scott T. 2. Issuer Name and Ticker or Trading Symbol TIPTREE INC. [ TIPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O TIPTREE INC., 660 STEAMBOAT ROAD, 2ND FL. 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2023 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 55,194 D Common Stock 168 I By 401K

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Restricted Stock Units ( 1 ) ( 1 ) ( 1 ) Common Stock 350,000 D Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 30,846 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McKinney Scott T. C/O TIPTREE INC. 660 STEAMBOAT ROAD, 2ND FL. GREENWICH, CT06830 Chief Financial Officer Signatures /s/ Neil C. Rifkind, Attorney-in-Fact for Scott T. McKinney 04/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person was granted performance restricted stock units (PRSUs) on October 14, 2022. Each PRSU represents a contingent right to receive one share of Tiptree Inc. ("Tiptree") Common Stock. The PRSUs will vest upon Tiptree achieving each of four Tiptree share price target milestones, based on the average of the thirty (30) trading day closing stock price, ranging from $20 to $60 (adjusted for dividends paid) prior to August 4, 2031, subject to the Reporting Person's continued employment with Tiptree. Any unvested PRSUs shall expire on August 4, 2031. See the Remarks below for the share price target milestones. ( 2 )The Reporting Person was granted 7,868 matching restricted stock units (RSUs) on February 17, 2022 and 7,555 matching RSUs on February 22, 2023. Each grant represents the right to receive 2 shares of the Issuer's Common Stock for each RSU, pursuant to the Issuer's Equity Plan. The RSUs will cliff vest on each of February 20, 2025 and February 20, 2026, respectively, upon continuous employment from the grant date until such date, subject to certain terms contained in the Reporting Person's award agreement.

Remarks: Company Share Price Target*----Number of PRSUs that Vest-----Determination Period$20---------------------------50,000-----------------------1st Determination Period: Not later than August 4, 2025$30---------------------------75,000-----------------------2nd Determination Period: Not later than August 4, 2027$45---------------------------100,000----------------------3rd Determination Period: Not later than August 4, 2029$60---------------------------125,000----------------------Final Determination Period: Not later than August 4, 2031Attached Power of Attorney filed as Exhibit 24.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.