UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |||||||||||
FORM S-8 | |||||||||||
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |||||||||||
TIPTREE INC. | |||||||||||
(Exact Name of Registrant as Specified in its Charter) | |||||||||||
Maryland | 38-3754322 | ||||||||||
(State or Other Jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
299 Park Avenue | 13th Floor | New York, NY | 10171 | ||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Tiptree Inc. 2017 Omnibus Incentive Plan* (Full Title of the Plan) *See explanatory notes below | |||||||||||
Neil C. Rifkind, Esq. | |||||||||||
Vice President, General Counsel and Secretary | |||||||||||
Tiptree Inc. | |||||||||||
299 Park Avenue, 13th Floor, New York, NY 10171 | |||||||||||
(212) 446-1400 | |||||||||||
(Name, Address and Telephone Number of Agent for Service) | |||||||||||
Please send copies of all communications to: | |||||||||||
Michael R. Littenberg, Esq. William J. Michener, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 (212) 596-9000 | |||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer x
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTES
On June 19, 2017, Tiptree Inc. (the "Company" or "Registrant") registered 6,100,000 shares of its common stock, par value $0.001 per share ("Common Stock"), to be offered or sold to participants under the Tiptree Inc. 2017 Omnibus Incentive Plan (the "2017 Plan") pursuant to its Registration Statement on Form S-8 (File No. 333-218827) (the “Prior Registration Statement”). Pursuant to General Instruction E on Form S-8, the contents of the Prior Registration Statement are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.
On April 5, 2022, the Company’s Board of Directors approved, subject to stockholder approval, an amendment to the 2017 Plan (the “Amendment”) to increase the number of shares of the Company’s Common Stock available for awards thereunder by an additional 4,000,000 shares. On June 7, 2022, the Company’s stockholders approved the Amendment. This Registration Statement on Form S-8 is being filed in order to register the 4,000,000 additional shares of Common Stock, which may be offered or sold to participants under the 2017 Plan as a result of the Amendment.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this Registration Statement:
Exhibit No. | Document | |||||||
4.1 | ||||||||
4.2 | ||||||||
3.3 | ||||||||
4.1 | ||||||||
5.1* | ||||||||
23.1* | ||||||||
23.2* | ||||||||
24.1* | Powers of Attorney (included as part of the signature page of the Registration Statement) | |||||||
99.1 | ||||||||
99.2 | ||||||||
107* | ||||||||
* Filed herewith |
1 |
SIGNATURES | |||||||||||
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 8th day of August, 2022. | |||||||||||
Tiptree Inc. (the Registrant) | |||||||||||
By: | /s/ Jonathan Ilany | ||||||||||
Jonathan Ilany | |||||||||||
Chief Executive Officer |
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby appoint Jonathan Ilany, Sandra Bell and Neil C. Rifkind, and each of them, as their attorneys-in-fact, with full power of substitution, to execute in their names and on behalf of the Registrant and each such person, individually and in each capacity stated below, one or more amendments (including post-effective amendments) to this Registration Statement as the attorney-in-fact acting on the premise shall from time to time deem appropriate and to file any such amendment to this Registration Statement with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated, on the 8th day of August, 2022.
Signature | Title | Date | ||||||||||||
/s/ Michael G. Barnes Michael G. Barnes | Executive Chairman and Director | August 8, 2022 | ||||||||||||
/s/ Jonathan Ilany Jonathan Ilany | Chief Executive Officer and Director (Principal Executive Officer) | August 8, 2022 | ||||||||||||
/s/ Randy Maultsby Randy Maultsby | President and Director | August 8, 2022 | ||||||||||||
/s/ Sandra Bell Sandra Bell | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | August 8, 2022 | ||||||||||||
/s/ Paul M. Friedman Paul M. Friedman | Director | August 8, 2022 | ||||||||||||
/s/ Lesley Goldwasser Lesley Goldwasser | Director | August 8, 2022 | ||||||||||||
/s/ Bradley E. Smith Bradley E. Smith | Director | August 8, 2022 | ||||||||||||
/s/ Dominique Mielle Dominique Mielle | Director | August 8, 2022 |