Sec Form 4 Filing - Inayatullah Arif @ TIPTREE FINANCIAL INC. - 2016-01-01

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 Inayatullah Arif 2. Issuer Name and Ticker or Trading Symbol TIPTREE FINANCIAL INC. [ TIPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TRICADIA HOLDINGS, L.P., 780 THIRD AVE, 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2016 (Street) NEW YORK, NY10017 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

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 Tiptree Financial Partners, L.P. partnership unit warrant $ 7.54 01/01/2016 J( 1 ) 46,860 07/01/2014 06/30/2022 Class A Common Stock 131,114 ( 1 ) 1,899,100 I ( 2 ) By: TFPLP Holdings I LLC and TFPLP Holdings III LLC Tiptree Financial Partners, L.P. partnership unit warrant $ 7.54 01/04/2016 J( 1 ) 598 07/01/2014 06/30/2022 Class A Common Stock 1,673 ( 1 ) 1,900,773 I ( 2 ) By: TFPLP Holdings I LLC and TFPLP Holdings III LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Inayatullah Arif C/O TRICADIA HOLDINGS, L.P. 780 THIRD AVE, 29TH FLOOR NEW YORK, NY10017 X Signatures /s/ Neil C. Rifkind, Attorney-in-Fact for Arif Inayatullah 01/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )TFPLP Holdings I LLC and TFPLP Holdings III LLC hold warrants to purchase partnership units (the "Partnership Units") of Tiptree Financial Partners, L.P. ("TFP"). Pursuant to the terms of the warrants, TFP's issuance of additional Partnership Units triggered the anti-dilutive mechanisms adjusting the amount and exercise price of the warrants. ( 2 )The reporting person is a principal of Tricadia Holdings, L.P. which is the managing member of TFPLP Holdings I LLC and TFPLP Holdings III LLC. The number of shares reflects a total which is greater than the reporting person's pecuniary interest. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

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).

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