| 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 FINANCIAL 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) 06/27/2016 | ||||||||||||||||||||||||||
| 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 | 06/23/2016 | S | 3,242,882 | D | $6.5 | 0 | I | By New York Marine & General Insurance Company(1)(2) | ||
| Class A Common Stock | 06/23/2016 | S | 1,411,591 | D | $6.5 | 0 | I | By Gotham Insurance Company(1)(2) | ||
| Class A Common Stock | 06/23/2016 | S | 941,527 | D | $6.5 | 0 | I | By Southwest Marine and General Insurance Company(1)(2) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is being filed jointly on behalf of ProSight Global Holdings Limited ("PGHC"), ProSight Global, Inc. ("PGI"), ProSight Specialty Insurance Group, Inc. ("PSIG"), New York Marine and General Insurance Company ("NY Marine"), Southwest Marine and General Insurance Company ("SW Marine"), and Gotham Insurance Company ("Gotham," together with PGHC, PGI, PSIG, NY Marine, and SW Marine, the "Reporting Persons"). SW Marine and Gotham are wholly owned subsidiaries of NY Marine. NY Marine is a wholly owned subsidiary of PSIG. PSIG is a wholly owned subsidiary of PGI. PGI is a wholly owned subsidiary of PGHC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest, if any. |
| 2. The 5,596,000 shares of class A common stock, par value $0.001 per share ("Common Stock") of TipTree Financial Inc. (the "Company") whose dispostion is being reported in this Form 4 were previously directly owned by NY Marine, SW Marine and Gotham (each a "Seller" and collectively, the "Sellers"). Pursuant to that certain Stock Purchase Agreement, dated as of June 23, 2016 (the "Purchase Agreement"), by and among the Company, Caroline Holdings LLC, a Delaware limited liability company (the "Buyer"), the Sellers, and PSIG, the Sellers sold to the Buyer and the Buyer purchased from the Sellers, 5,596,000 shares of Common Stock for an aggregate purchase price of $36,374,000. As a result of the foregoing, as of June 23, 2016, the reporting persons ceased to be the beneficial owners of more than 10% of the Common Stock and are therefore no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended. |
| /s/ Eric Bernstein, Director, ProSight Global Holdings Limited | 06/27/2016 | |
| /s/ Anthony Piszel, Chief Financial Officer, ProSight Global, Inc. | 06/27/2016 | |
| /s/ John Fitzgerald, Controller, ProSight Specialty Insurance Group, Inc. | 06/27/2016 | |
| /s/ John Fitzgerald, Controller, New York Marine and General Insurance Company | 06/27/2016 | |
| /s/ John Fitzgerald, Controller, Southwest Marine and General Insurance Company | 06/27/2016 | |
| /s/ John Fitzgerald, Controller, Gotham Insurance Company | 06/27/2016 | |
| ** 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. | ||
