Sec Form 4 Filing - Barnes Michael Gene @ TIPTREE INC. - 2017-06-05

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 Barnes Michael Gene 2. Issuer Name and Ticker or Trading Symbol TIPTREE INC. [ TIPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O TIPTREE INC., 780 THIRD AVENUE 21ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2017 (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 Class A Common Stock 06/06/2017 J( 1 ) 939,737 A $ 5.36 4,858,842 D

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 option $ 5.36 06/05/2017 J( 2 ) 1,510,920 07/01/2013 06/12/2017 Class A Common Stock 1,510,920 $ 5.36 0 I ( 2 ) By: Tricadia Capital Management, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Barnes Michael Gene C/O TIPTREE INC. 780 THIRD AVENUE 21ST FLOOR NEW YORK, NY10017 X X Executive Chairman Signatures /s/ Neil C. Rifkind, as Attorney-in-fact for Michael Barnes 06/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Class A common stock acquired by the reporting person upon the distribution of Class A common stock from the exercise of partnership unit options of Tricadia Capital Management LLC, in which the reporting person is a limited partner. ( 2 )On June 5, 2017, Tricadia Capital Management, LLC exercised its option to acquire 1,510,920 shares of the issuer's Class A common stock and subsequently distributed such shares to its limited partners. The reporting person is a principal of Tricadia Holdings, L.P., which owns 100% of Tricadia Capital Management, LLC.

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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