SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TIPTREE INC. [ TIPT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/28/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/28/2017 | A | 109,736(1) | A | $0.00 | 159,983 | I(1) | By: Tricadia Holdings, L.P. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $6.65 | 02/28/2017 | A | 219,472(3) | (3) | (4) | Class A Common Stock | 219,472 | $0.00 | 319,967 | I(5) | By: Tricadia Holdings, L.P. |
Explanation of Responses: |
1. In consideration of Michael Barnes' services to the Registrant, Tricadia was granted restricted stock units, which represent the right to receive shares of the Registrant's Class A Common Stock, pursuant to the Registrant's Equity Plan. The restricted stock units are subject to cliff vesting on February 22, 2020 upon continuous employment of Michael Barnes from the grant date until such date, subject to certain terms contained in a restricted stock unit award agreement among the Registrant, Michael Barnes and Tricadia. |
2. In consideration of Michael Barnes' services to the Registrant, Tricadia was granted stock options to purchase 219,472 shares of common stock of the Registrant subject to the terms of a Stock Option Agreement among the Registrant, Michael Barnes and Tricadia (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 22, 2020, 2021 and 2022 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, 2016 (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 22, 2027 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. |
5. The reporting person is a principal of Tricadia Holdings, L.P. ("Tricadia"). 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. |
Remarks: |
/s/ Neil C. Rifkind, as Attorney-in-fact for Michael Barnes | 03/02/2017 | |
** Signature of Reporting Person | Date | |
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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |