Tiptree (TIPT) Form 4 TIPTREE / Michael Gene Barnes ownership change

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^*

Barnes Michael Gene

(Last) (First) (Middle)

C/O TIPTREE INC.

299 PARK AVENUE, 13TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock								9,702,095	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 (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
January 2016 Stock Option(1)	$5.67	09/01/2022		A		46,494		(2)	(3)	Common Stock	46,494	$0	46,494	D
March 2016 Stock Option(4)	$5.87	09/01/2022		A		4,649		(2)	(5)	Common Stock	4,649	$0	4,649	D
February 2017 Stock Option(6)	$6.65	09/01/2022		A		112,015		(2)	(7)	Common Stock	112,015	$0	112,015	D

Explanation of Responses:

1. On January 4, 2016, in consideration of Michael Barnes's services to the Registrant, Corvid Peak Holdings, L.P. (fka Tricadia Holdings L.P. "Corvid "Peak") was granted stock options to purchase 91,359 shares of common stock of the Registrant subject to the terms of a Stock Option Agreement among the Registrant, Michael Barnes and Corvid Peak. On September 1, 2022, Corvid Peak distributed all 91,359 Stock Options to its partners, pro rata. The Reporting Person received as his pro rata portion 46,494 Stock Options which are now held Direct.

2. Exercise of these stock options is from the grant date.

3. The Stock Option will expire on the earlier of (1) January 4, 2026 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.

4. On March 10, 2016, in consideration of Michael Barnes's services to the Registrant, Corvid Peak Holdings, L.P. (fka Tricadia Holdings, L.P. "Corvid Peak") was granted stock options to purchase 9,136 shares of common stock of the Registrant subject to the terms of a Stock Option Agreement among the Registrant, Michael Barnes and Corvid Peak. On September 1, 2022, Corvid Peak distributed all 9,136 Stock Options to its partners, pro rata. The Reporting Person received as his pro rata portion 4,649 Stock Options which are now held Direct.

5. The Stock Option will expire on the earlier of (1) March 10, 2026 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.

6. On February 22, 2017, in consideration of Michael Barnes's service to the Registrant, Corvid Peak Holdings, L.P. (fka Tricadia Holdings L.P. "Corvid Peak") was granted 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 Corvid Peak, which was reported as Indirectly held on the date of grant. On September 1, 2022, Corvid Peak distributed all 219,472 Stock Options to its partners, pro rata. The Reporting Person received as his pro rata portion 112,015 Stock Options which are now held Direct.

7. 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.

Remarks:

	/s/ Neil C. Rifkind, as Attorney-in-fact for Michael Barnes	09/01/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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