Sec Form 4 Filing - Ilany Jonathan @ TIPTREE INC. - 2021-11-22

Insider filing report for Changes in Beneficial Ownership

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The following is an SEC EDGAR document rendered as filed.

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 *
Ilany Jonathan
2. Issuer Name and Ticker or Trading Symbol
TIPTREE INC. [ TIPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O TIPTREE INC., 299 PARK AVENUE, 13TH FL.
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2021
(Street)
NEW YORK, NY10171
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 11/22/2021 M 100,000 A 117,863 D
Common Stock 11/22/2021 G( 2 ) 100,000 D $ 0 17,863 D
Common Stock 144,019 I By IRA
Common Stock 34,400 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 ( 3 ) 11/22/2021 M 100,000 ( 3 ) ( 3 ) Common Stock 100,000 $ 0 1,400,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ilany Jonathan
C/O TIPTREE INC.
299 PARK AVENUE, 13TH FL.
NEW YORK, NY10171
X Chief Executive Officer
Signatures
/s/ Neil C. Rifkind as Attorney-in-Fact for Jonathan Ilany 11/22/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The acquisition of the common stock resulted from the vesting of an equal number of performance restricted stock units ("PRSUs") granted on August 4, 2021. Each PRSU represents a contingent right to receive one share of Tiptree Inc. ("Tiptree") common stock.
( 2 )The reporting person gifted the vested portion of the PRSUs on November 22, 2021 to a family trust of which the reporting person has no control or beneficial interest.
( 3 )The PRSUs will vest upon Tiptree achieving each of five Tiptree share price target milestones, based on the average of the thirty (30) trading day closing stock price, ranging from $15 to $60 (adjusted for dividends paid) prior to the tenth anniversary of the date of grant, subject to the Reporting Person's continued employment with Tiptree. Any unvested PRSUs shall expire on August 4, 2031.

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.
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