Sec Form 4 Filing - Barnes Michael Gene @ TIPTREE INC. - 2018-02-26

Insider filing report for Changes in Beneficial Ownership
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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)
02/26/2018
(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 02/26/2018 A 46,666 ( 1 ) A $ 0 4,905,508 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
Employee Stock Option ( 2 ) $ 5.85 02/26/2018 A 93,332 ( 3 ) ( 4 ) Class A Common 93,332 $ 0 93,332 D
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 02/28/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person was granted restricted stock units, which represent the right to receive shares of the Issuer's Class A Common Stock, pursuant to the Issuer's Equity Plan. The restricted stock units will cliff vest on February 15, 2021 upon continuous employment from the grant date until such date, subject to certain terms contained in the Reporting Person's award agreement.
( 2 )The Reporting Person was granted stock options to purchase 93,332 shares of common stock of the Registrant subject to the terms of a Stock Option Agreement among the Registrant and the Reporting Person (the "Stock Option").
( 3 )Exercise of the Stock Option is subject to both (1) a time-based vesting requirement with one-third vesting each of February 26, 2021, 2022 and 2023 and (2) a performance-based vesting requirement that, at any time during the option term, achievement of a 20-day volume weighted average stock price of Registrant's Class A Common Stock, that exceeds the per share book value on an as exchanged basis as of December 31, 2017 (as reported in the Registrant's filings with the Securities and Exchange Commission).
( 4 )The Stock Option will expire on the earlier of (1) February 26, 2028 and (2) the date of the termination of Michael Barnes's service with the Registrant for Cause (as defined in the Stock Option Agreement) or Michael Barnes's voluntary termination of service with the Registrant.

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