Sec Form 4 Filing - TPG Group Holdings (SBS) Advisors, Inc. @ TIPTREE FINANCIAL INC. - 2016-06-23

FORM 4 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

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1. Name and Address of Reporting Person TPG Group Holdings (SBS) Advisors, Inc. 2. Issuer Name and Ticker or Trading Symbol TIPTREE FINANCIAL INC. [ TIPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2016 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 06/23/2016 S 5,596,000 D $ 6.5 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former 10% Owner TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former 10% Owner TPG Advisors VI-AIV, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former 10% Owner BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former 10% Owner COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former 10% Owner Signatures /s/ Clive Bode, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9) 06/27/2016 Signature of Reporting Person Date /s/ Clive Bode, Vice President, TPG Advisors VI, Inc. (9) 06/27/2016 Signature of Reporting Person Date /s/ Clive Bode, Vice President, TPG Advisors VI-AIV, Inc. (9) 06/27/2016 Signature of Reporting Person Date /s/ Clive Bode, on behalf of David Bonderman (9) (10) 06/27/2016 Signature of Reporting Person Date /s/ Clive Bode, on behalf of James G. Coulter (9) (10) 06/27/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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"). ( 3 )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. ( 4 )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. ( 5 )Indirect subsidiaries (the "PGI Subsidiaries") of PGHL acquired on August 5, 2014 in aggregate the 5,596,000 shares (the "Shares") of Common Stock of Tiptree Financial Inc. (the "Issuer") whose disposition is reported herein. 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 have been deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to have beneficially owned 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. ( 6 )David Bonderman and James G. Coulter are officers and sole shareholders of Group Advisors, Advisors VI and Advisors VI-AIV, and so therefore may have been deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to have beneficially owned 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. ( 7 )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 )Pursuant to the Stock Purchase Agreement, dated as of June 23, 2016 (the "Purchase Agreement"), by and among the Issuer, Caroline Holdings LLC (the "Buyer"), the PGI Subsidiaries and ProSight Specialty Insurance Group, Inc., the PGI Subsidiaries sold to the Buyer and the Buyer purchased from the PGI Subsidiaries the Shares for an aggregate purchase price of $36,374,000.

Remarks: (9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (10) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.

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).

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