0000895345-15-000103.txt : 20150304 0000895345-15-000103.hdr.sgml : 20150304 20150304162027 ACCESSION NUMBER: 0000895345-15-000103 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 20150304 DATE AS OF CHANGE: 20150304 GROUP MEMBERS: GOLDMAN SACHS & CO. GROUP MEMBERS: GOLDMAN SACHS MANAGEMENT GP GMBH GROUP MEMBERS: GS ADVISORS VI L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS VI FUND L.P. GROUP MEMBERS: GS CAPITAL PARTNERS VI GMBH & CO. KG GROUP MEMBERS: GS CAPITAL PARTNERS VI OFFSHORE FUND L.P. GROUP MEMBERS: GS CAPITAL PARTNERS VI PARALLEL L.P. GROUP MEMBERS: GSCP VI OFFSHORE ADVISORS L.L.C. GROUP MEMBERS: GSCP VI PARALLEL PROSIGHT L.L.C. GROUP MEMBERS: GSCPVI ADVISORS L.L.C. GROUP MEMBERS: PROSIGHT EQUITY MANAGEMENT INC. GROUP MEMBERS: PROSIGHT INVESTMENT LLC GROUP MEMBERS: PROSIGHT PARALLEL INVESTMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIPTREE FINANCIAL INC. CENTRAL INDEX KEY: 0001393726 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 383754322 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82950 FILM NUMBER: 15673630 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-446-1410 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Care Investment Trust Inc. DATE OF NAME CHANGE: 20070320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13G 1 ja13g-tiptree_gsgroup.htm ja13g-tiptree_gsgroup.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934*

Tiptree Financial Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
88822Q103
(CUSIP Number)
 
 
August 5, 2014
(Date of Event which Requires Filing of this Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
   THE GOLDMAN SACHS GROUP, INC.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,631,940*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
        5,631,940*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,631,940*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       
  o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.7%**
 
12
TYPE OF REPORTING PERSON
 
HC-CO
  
 
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GOLDMAN, SACHS & CO.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,631,940*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER  
 
5,631,940*   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,631,940*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.7%**
 
12
TYPE OF REPORTING PERSON
 
BD-PN-IA
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GS ADVISORS VI, L.L.C.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
PN
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GS CAPITAL PARTNERS VI FUND, L.P.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
PN
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GSCP VI ADVISORS, L.L.C.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
OO
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
PN
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GSCP VI OFFSHORE ADVISORS, L.L.C.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER  
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
OO
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GS CAPITAL PARTNERS VI GMBH & CO. KG
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.7%**
 
12
TYPE OF REPORTING PERSON
 
PN
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GOLDMAN, SACHS MANAGEMENT GP GMBH
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
OO
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GS CAPITAL PARTNERS VI PARALLEL, L.P.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
PN
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
GSCP VI PARALLEL PROSIGHT, L.L.C.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
OO
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
PROSIGHT EQUITY MANAGEMENT INC.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
CO
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
PROSIGHT PARALLEL INVESTMENT LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
OO
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
CUSIP No. 88822Q103
13G
  

1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
PROSIGHT INVESTMENT LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,596,000*
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER 
 
5,596,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,596,000*
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.6%**
 
12
TYPE OF REPORTING PERSON
 
OO
  
 
   
*
As of February 23, 2015
**
Based on a total of 31,829,633 shares of Common Stock (as defined below) of the Company (as defined below) outstanding as of November 26, 2014, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on November 26, 2014.
 
 
 
 
 
 
Item 1. (a)                      Name of Issuer

Tiptree Financial Inc.
  
Item 1. (b)                      Address of Issuer’s Principal Executive Offices

780 Third Avenue, 21st Floor,
New York, New York 10017
  
Item 2. (a)                      Name of Persons Filing
 
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”):

 
The Goldman Sachs Group, Inc.;
 
Goldman, Sachs & Co.;
 
GS Advisors VI, L.L.C.;
 
GS Capital Partners VI Fund, L.P.;
 
GSCP VI Advisors, L.L.C.;
 
GS Capital Partners VI Offshore Fund, L.P.;
 
GSCP VI Offshore Advisors, L.L.C.;
 
GS Capital Partners VI GmbH & Co. KG;
 
Goldman, Sachs Management GP GMBH;
 
GS Capital Partners VI Parallel, L.P.;
 
GSCP VI Parallel ProSight, L.L.C.;
 
ProSight Equity Management Inc.;
 
ProSight Parallel Investment LLC; and
 
ProSight Investment LLC

 
Item 2. (b)                      Address of Principal Business Office or, if None, Residence

The Goldman Sachs Group, Inc., Goldman, Sachs & Co., GS Advisors VI, L.L.C., GS Capital Partners VI Fund, L.P., GSCP VI Advisors, L.L.C., GS Capital Partners VI Offshore Fund, L.P., GSCP VI Offshore Advisors, L.L.C., GS Capital Partners VI GmbH & Co. KG, Goldman, Sachs Management GP GMBH, GS Capital Partners VI Parallel, L.P., GSCP VI Parallel ProSight, L.L.C.,  ProSight Equity Management Inc., ProSight Parallel Investment LLC and ProSight Investment LLC:
200 West Street
New York, NY 10282

  
Item 2. (c)                      Citizenship

THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GS ADVISORS VI, L.L.C. - Delaware
GS CAPITAL PARTNERS VI FUND, L.P. – Delaware
GSCP VI ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. - Cayman Islands
GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
GSCP VI PARALLEL PROSIGHT, L.L.C. – Delaware
PROSIGHT EQUITY MANAGEMENT INC. - Delaware
PROSIGHT PARALLEL INVESTMENT LLC- Delaware
PROSIGHT INVESTMENT LLC – Delaware

 
Item 2. (d)                      Title of Class of Securities

Class A Common Stock, par value $0.001 per share
  
Item 2. (e)                      CUSIP Number

88822Q103
  
Item 3.                        If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a). 
[  ]  Broker or dealer registered under Section 15 of the Act
 
(15 U.S.C. 78o).

(b). 
[  ]  Bank as defined in Section 3(a)(6) of the Act
 
(15 U.S.C. 78c).

(c). 
[  ]  Insurance company as defined in Section 3(a)(19) of the Act
 
(15 U.S.C. 78c).

(d). 
[  ]  Investment company registered under Section 8 of the
 
Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e). 
[  ]  An investment adviser in accordance with
 
Rule 13d-1(b)(1)(ii)(E);

(f). 
[  ]  An employee benefit plan or endowment fund in accordance
 
with Rule 13d-1(b)(1)(ii)(F);

(g).
[  ]  A parent holding company or control person in accordance
 
with Rule 13d-1(b)(1)(ii)(G);

(h).
[  ]  A savings association as defined in Section 3(b) of the
 
Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i).
[  ]  A church plan that is excluded from the definition of an
 
investment company under Section 3(c)(14) of the
 
Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j).
[  ]  A non-U.S.institution in accordance with
 
Rule 13d-1(b)(1)(ii)(J);

(k).
[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
If filing as a non-US institution in accordance with Rule 13d-1(b)
 
(1)(ii)(J), please specify the type of institution:

Item 4.                        Ownership*

(a)
Amount beneficially owned:
   
 
See the response(s) to Item 9 on the attached cover page(s).
   
(b)
Percent of class:
   
 
See the response(s)to Item 11 on the attached cover page(s).
   
(c)
Number of shares as to which such person has:
   
 
(i)
Sole power to vote or to direct the vote:
   
   
See the response(s) to Item 5 on the attached cover page(s).
   
 
(ii)
Shared power to vote or to direct the vote:
   
   
See the response(s) to Item 6 on the attached cover page(s).
   
 
(iii)
Sole power to dispose or to direct the disposition of:
   
   
See the response(s) to Item 7 on the attached cover page(s).
   
 
(iv)
Shared power to dispose or to direct the disposition of:
   
   
See the response(s) to Item 8 on the attached cover page(s).

This statement is being filed by The Goldman Sachs Group, Inc. (“GS Group”), Goldman, Sachs & Co. (“Goldman Sachs”), GS Advisors VI, L.L.C. (“GS Advisors”), GSCP VI Advisors, L.L.C. (“GSCP VI Advisors”), GSCP VI Offshore Advisors, L.L.C. (“GSCP VI Offshore Advisors”),  Goldman, Sachs Management GP GMBH (“GS GmbH”), GS Capital Partners VI Fund, L.P. (“GS Capital VI”), GS Capital Partners VI Offshore Fund, L.P. (“GS Capital VI Offshore”), GS Capital Partners VI GmbH & Co. KG (“GS Germany VI”), GS Capital Partners VI Parallel, L.P. (“GS Capital VI Parallel”), GSCP VI Parallel ProSight, L.L.C. (“GS Capital VI Parallel ProSight” and together with GS Capital VI, GS Capital VI Offshore, GS Germany VI and GS Capital VI Parallel, the “Funds”), ProSight Equity Management Inc. (“ProSight Equity”), ProSight Investment LLC (“ProSight Investment”) and ProSight Parallel Investment LLC (“ProSight Parallel Investment” and collectively, the “Reporting Persons”).

5,596,000 of the shares of Class A Common Stock, par value $0.001 per share (“Common Stock”), of Tiptree Financial Inc. (the “Company”) reported herein were received by indirect subsidiaries of ProSight Global Holdings Ltd. (“ProSight Global”) on August 5, 2014 in exchange for their limited partnership interests in Tiptree Financial Partners, LP.  ProSight Investment and ProSight Parallel Investment are shareholders of ProSight Global. ProSight Equity is the manager of ProSight Investment and ProSight Parallel Investment. The Funds own ProSight Investment and ProSight Parallel Investment.

Each of (i) GS Capital VI and its general partner, GSCP VI Advisors, (ii) GS Capital VI Offshore and its general partner, GSCP VI Offshore Advisors, (iii) GS Capital VI Parallel and its general partner, GS Advisors, (iv) GS Germany VI and its general partner, GS GmbH, and (v) GS Capital VI Parallel ProSight may be deemed to beneficially own indirectly the 5,596,000 shares of Common Stock held by indirect subsidiaries of ProSight Global.

For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), GS Group and Goldman Sachs may be deemed to beneficially own indirectly the 5,596,000 shares of Common Stock held by indirect subsidiaries of ProSight Global because (i) the Funds own ProSight Investment and ProSight Parallel Investment, (ii) GS Advisors, GSCP VI Advisors, GSCP VI Offshore Advisors and GS GmbH are affiliates of GS Group and Goldman Sachs, (iii) Goldman Sachs is the investment manager of certain of the Funds, and (iv) of the relationship between ProSight Equity and Goldman Sachs.  Goldman Sachs is a wholly-owned subsidiary of GS Group.

On December 31, 2014, (i) Goldman Sachs beneficially owned directly and GS Group may have been deemed to beneficially own indirectly, 51,560 shares of Common Stock and (ii) Goldman Sachs and GS Group may have been deemed to beneficially own indirectly the 5,596,000 shares of Common Stock held by indirect subsidiaries of ProSight Global.

In accordance with Rule 13d-4, the filing of this Schedule 13G shall not be construed an admission that any of the Reporting Persons share or have beneficial ownership of the Common Stock of the Company.
 
Item 5.                      Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [  ].

Item 6.                      Ownership of More than Five Percent on Behalf of Another Person

Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are:  NONE

Item 7.                      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

See Exhibit (99.2)

Item 8.                      Identification and Classification of Members of the Group

Not Applicable.

Item 9.                      Notice of Dissolution of Group

Not Applicable.

Item 10.                    Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
*In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
 
 
 
 

SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  March 4, 2015
 
 
 
THE GOLDMAN SACHS GROUP, INC.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GOLDMAN, SACHS & CO.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GS ADVISORS VI, L.L.C.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GS CAPITAL PARTNERS VI FUND, L.P.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GSCP VI ADVISORS, L.L.C.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GSCP VI OFFSHORE ADVISORS, L.L.C.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GS CAPITAL PARTNERS VI GMBH & CO. KG
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GOLDMAN, SACHS MANAGEMENT GP GMBH
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GS CAPITAL PARTNERS VI PARALLEL, L.P.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
GSCP VI PARALLEL PROSIGHT, L.L.C.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
PROSIGHT EQUITY MANAGEMENT INC.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
PROSIGHT PARALLEL INVESTMENT LLC
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
PROSIGHT INVESTMENT LLC
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
 
 
 
 
INDEX TO EXHIBITS

 
Exhibit No.
Exhibit
99.1
Joint Filing Agreement
99.2
Item 7 Information
99.3
Power of Attorney, relating to THE GOLDMAN SACHS GROUP, INC.
99.4
Power of Attorney, relating to GOLDMAN, SACHS & CO.
99.5
Power of Attorney, relating to GS ADVISORS VI, L.L.C.
99.6
Power of Attorney, relating to GS CAPITAL PARTNERS VI FUND, L.P.
99.7
Power of Attorney, relating to GSCP VI ADVISORS, L.L.C.
99.8
Power of Attorney, relating to GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
99.9
Power of Attorney, relating to GSCP VI OFFSHORE ADVISORS, L.L.C.
99.10
Power of Attorney, relating to GS CAPITAL PARTNERS VI GMBH & CO. KG
99.11
Power of Attorney, relating to GOLDMAN, SACHS MANAGEMENT GP GMBH
99.12
Power of Attorney, relating to GS CAPITAL PARTNERS VI PARALLEL, L.P.
99.13
Power of Attorney, relating to GSCP VI PARALLEL PROSIGHT, L.L.C.
99.14
Power of Attorney, relating to PROSIGHT EQUITY MANAGEMENT INC.
99.15
Power of Attorney, relating to PROSIGHT PARALLEL INVESTMENT LLC
99.16
Power of Attorney, relating to PROSIGHT INVESTMENT LLC
 
 
 EX-99.1 2 ja13g-tiptree99_1.htm JOINT FILING AGREEMENT ja13g-tiptree99_1.htm
EXHIBIT (99.1)
JOINT FILING AGREEMENT

In  accordance with Rule 13d-1(k)(1) promulgated  under  the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including  any and all amendments thereto) with respect to the Class A Common Stock, $0.001 par value, of Tiptree Financial Inc. and further agree to the filing of this agreement as an Exhibit thereto.  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
 
March 4, 2015
 
 
 
THE GOLDMAN SACHS GROUP, INC.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GOLDMAN, SACHS & CO.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GS ADVISORS VI, L.L.C.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GS CAPITAL PARTNERS VI FUND, L.P.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GSCP VI ADVISORS, L.L.C.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GSCP VI OFFSHORE ADVISORS, L.L.C.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GS CAPITAL PARTNERS VI GMBH & CO. KG
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GOLDMAN, SACHS MANAGEMENT GP GMBH
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GS CAPITAL PARTNERS VI PARALLEL, L.P.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
GSCP VI PARALLEL PROSIGHT, L.L.C.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
PROSIGHT EQUITY MANAGEMENT INC.
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
PROSIGHT PARALLEL INVESTMENT LLC
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
 
 
PROSIGHT INVESTMENT LLC
 
 
By:
/s/ Lee Tryhorn
 
Name:
Lee Tryhorn
 
Title:
Attorney-In-Fact
EX-99.2 3 ja13g-tiptree99_2.htm ITEM 7 INFORMATION ja13g-tiptree99_2.htm

EXHIBIT (99.2)

ITEM 7 INFORMATION

5,596,000 of the shares of Class A Common Stock, par value $0.001 per share (“Common Stock”), of Tiptree Financial Inc. (the “Company”) reported herein were received by indirect subsidiaries of ProSight Global Holdings Ltd. (“ProSight Global”) on August 5, 2014 in exchange for their limited partnership interests in Tiptree Financial Partners, LP.  ProSight Investment LLC (“ProSight Investment”) and ProSight Parallel Investment LLC (“ProSight Parallel Investment”) are shareholders of ProSight Global. ProSight Equity Management Inc. (“ProSight Equity”) is the manager of ProSight Investment and ProSight Parallel Investment. GS Capital Partners VI Fund, L.P. (“GS Capital VI”), GS Capital Partners VI Offshore Fund, L.P. (“GS Capital VI Offshore”), GS Capital Partners VI GmbH & Co. KG (“GS Germany VI”), GS Capital Partners VI Parallel, L.P. (“GS Capital VI Parallel”), GSCP VI Parallel ProSight, L.L.C. (“GS Capital VI Parallel ProSight” and together with GS Capital VI, GS Capital VI Offshore, GS Germany VI and GS Capital VI Parallel, the “Funds”) own ProSight Investment and ProSight Parallel Investment.

Each of (i) GS Capital VI and its general partner, GSCP VI Advisors, L.L.C. (“GSCP VI Advisors”), (ii) GS Capital VI Offshore and its general partner, GSCP VI Offshore Advisors, L.L.C. (“GSCP VI Offshore Advisors”), (iii) GS Capital VI Parallel and its general partner, GS Advisors VI, L.L.C. (“GS Advisors”), (iv) GS Germany VI and its general partner, Goldman, Sachs Management GP GMBH (“GS GmbH”), and (v) GS Capital VI Parallel ProSight may be deemed to beneficially own indirectly the 5,596,000 shares of Common Stock held by indirect subsidiaries of  ProSight Global.

For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), The Goldman Sachs Group, Inc. (“GS Group”) and Goldman, Sachs & Co. (“Goldman Sachs”) may be deemed to beneficially own indirectly all of the 5,596,000 shares of Common Stock held by indirect subsidiaries of ProSight Global  because (i) the Funds own ProSight Investment and ProSight Parallel Investment, (ii) GS Advisors, GSCP VI Advisors, GSCP VI Offshore Advisors and GS GmbH are affiliates of GS Group and Goldman Sachs, (iii) Goldman Sachs is the investment manager of certain of the Funds, and (iv) of the relationship between ProSight Equity and Goldman Sachs.  Goldman Sachs is a wholly-owned subsidiary of GS Group.

 EX-99.3 4 ja13g-tiptree99_3.htm POWER OF ATTORNEY THE GOLDMAN SACHS GROUP, INC. ja13g-tiptree99_3.htm
EXHIBIT (99.3)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn and Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company has the unrestricted right to unilaterally revoke this Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 27, 2012.

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Gregory K. Palm
  
Name: Gregory K. Palm
  
Title:  Executive Vice President and General Counsel
  
         
   
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

  KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of THE GOLDMAN SACHS GROUP, INC. (the “Company”), pursuant to that Power of Attorney dated November 27, 2012 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.


THE GOLDMAN SACHS GROUP, INC.


By: /s/ Jeremy Kahn
  
Name: Jeremy Kahn
  
Title: Attorney-In-Factl
  
 
 EX-99.4 5 ja13g-tiptree99_4.htm POWER OF ATTORNEY GOLDMAN, SACHS & CO. ja13g-tiptree99_4.htm
EXHIBIT (99.4)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the “Company”) does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn and Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company has the unrestricted right to unilaterally revoke this Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 27, 2012.


GOLDMAN, SACHS & CO.


By: /s/ Gregory K. Palm
    
 
  
Name:  Gregory K. Palm
    
 
  
Title:  Managing Director
    
 
  
   

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of GOLDMAN, SACHS & CO. (the “Company”), pursuant to that Power of Attorney dated November 27, 2012 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the  POA to the  full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.


GOLDMAN, SACHS & CO.
 

By: /s/ Jeremy Kahn
    
 
 
Name:  Jeremy Kahn
    
 
 
Title:  Attorney-In-Fact
    
 
 
 
____________________________
Name:
Title:
EX-99.5 6 ja13g-tiptree99_5.htm POWER OF ATTORNEY GS ADVISORS VI, L.L.C. ja13g-tiptree99_5.htm
EXHIBIT (99.5)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 24, 2010.


GS ADVISORS VI, L.L.C.


/s/ Christine Vollertsen
    
 
  
Name:  Christine Vollertsen
    
 
  
Title:   Vice President
    
 
  
          


DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of GS ADVISORS VI, L.L.C. (the “Company”), pursuant to that Power of Attorney dated September 24, 2010 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority  to act  as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.


GS ADVISORS VI, L.L.C.


/s/ Jeremy Kahn
    
 
 
Name: Jeremy Kahn
      
Title: Attorney-In-Fact
    
 
 

:
EX-99.6 7 ja13g-tiptree99_6.htm POWER OF ATTORNEY GS CAPITAL PARTNERS VI FUND, L.P. ja13g-tiptree99_6.htm
EXHIBIT (99.6)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI FUND, L.P. (the ”Company”) does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 24, 2010.

GS CAPITAL PARTNERS VI FUND, L.P.,
By: GSCP VI Advisors, L.L.C., its general partner
        
By: /s/ Christine Vollertsen
    
 
  
Name:  Christine Vollertsen
    
 
  
Title:   Vice President
    
 
  


DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of GS CAPITAL PARTNERS VI FUND, L.P. (the “Company”), pursuant to that Power of Attorney dated September 24, 2010 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.

GS CAPITAL PARTNERS VI FUND, L.P.

By: /s/ Jeremy Kahn
    
 
 
Name: Jeremy Kahn
    
 
 
Title: Attorney-In-Fact
    
 
 

 
 EX-99.7 8 ja13g-tiptree99_7.htm POWER OF ATTORNEY GSCP VI ADVISORS, L.L.C. ja13g-tiptree99_7.htm
EXHIBIT (99.7)

POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 24, 2010.

GSCP VI ADVISORS, L.L.C.


By: /s/ Christine Vollertsen
    
 
  
Name:  Christine Vollertsen
    
 
  
Title: Vice President
     
 
  
          


DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT


KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of GSCP VI ADVISORS, L.L.C. (the “Company”), pursuant to that Power of Attorney dated September 24, 2010 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.

GSCP VI ADVISORS, L.L.C.


By: /s/ Jeremy Kahn
    
 
 
Name:  Jeremy Kahn
    
 
 
Title:  Attorney-In-Fact
    
 
 

EX-99.8 9 ja13g-tiptree99_8.htm POWER OF ATTORNEY GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. ja13g-tiptree99_8.htm
EXHIBIT (99.8)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. (the “Company”) does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 24, 2010.


GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner
        
         
         
By: /s/ Christine Vollertsen
    
 
  
Name:  Christine Vollertsen
    
 
  
Title:   Vice President
    
 
  
 

 
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. (the “Company”), pursuant to that Power of Attorney dated September 24, 2010 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

By: /s/ Jeremy Kahn
    
 
 
Name: Jeremy Kahn
    
 
 
Title: Attorney-In-Fact
    
 
 
EX-99.9 10 ja13g-tiptree99_9.htm POWER OF ATTORNEY GSCP VI OFFSHORE ADVISORS, L.L.C. ja13g-tiptree99_9.htm
EXHIBIT (99.9)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 24, 2010.

GSCP VI OFFSHORE ADVISORS, L.L.C.


By: /s/ Christine Vollertsen
    
 
  
Name:  Christine Vollertsen
    
 
  
Title:   Vice President
    
 
  
       


DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT


KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of GSCP VI OFFSHORE ADVISORS, L.L.C. (the “Company”), pursuant to that Power of Attorney dated September 24, 2010 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.

GSCP VI OFFSHORE ADVISORS, L.L.C.


By: /s/ Jeremy Kahn
    
 
 
Name: Jeremy Kahn
    
 
 
Title: Attorney-In-Fact
      
EX-99.10 11 ja13g-tiptree99_10.htm POWER OF ATTORNEY GS CAPITAL PARTNERS VI GMBH & CO. KG ja13g-tiptree99_10.htm
EXHIBIT (99.10)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI GMBH & CO. KG (the “Company”) does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 24, 2010.


GS CAPITAL PARTNERS VI GMBH & CO. KG
By: GS ADVISORS VI, L.L.C., and its General Partner
        
By: /s/ Christine Vollertsen
    
 
  
Name:  Christine Vollertsen
    
 
  
Title:   Vice President and Secretary
    
 
  

           


DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT


KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of GS CAPITAL PARTNERS VI GMBH & CO. KG (the “Company”), pursuant to that Power of Attorney dated September 24, 2010 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.

GS CAPITAL PARTNERS VI GMBH & CO. KG


By: /s/ Jeremy Kahn
    
 
 
Name: Jeremy Kahn
    
 
 
Title:  Attorney-In-Fact
    
 
 
 
 EX-99.11 12 ja13g-tiptree99_11.htm POWER OF ATTORNEY GOLDMAN, SACHS MANAGEMENT GP GMBH ja13g-tiptree99_11.htm
EXHIBIT (99.11)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the “Company”) does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 24, 2010.



GOLDMAN, SACHS MANAGEMENT GP GMBH


By: /s/ John E. Bowman
    
 
  
Name: John E. Bowman
    
 
  
Title:  Managing Director
    
 
  
 


DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT


KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of GOLDMAN, SACHS MANAGEMENT GP GMBH (the “Company”), pursuant to that Power of Attorney dated September 24, 2010 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.


GOLDMAN, SACHS MANAGEMENT GP GMBH


By: /s/ Jeremy Kahn
    
 
 
Name: Jeremy Kahn
    
 
 
Title: Attorney-In-Fact
    
 
 
 
 EX-99.12 13 ja13g-tiptree99_12.htm POWER OF ATTORNEY GS CAPITAL PARTNERS VI PARALLEL, L.P. ja13g-tiptree99_12.htm
EXHIBIT (99.12)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI PARALLEL, L.P. (the “Company”) does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 24, 2010.
 

GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS ADVISORS VI, L.L.C., its General Partner
        
         
By: /s/ Christine Vollertsen
    
 
  
Name:  Christine Vollertsen
    
 
  
Title:   Vice President and Secretary
    
 
  

 

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT


KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed attorney-in-fact of GS CAPITAL PARTNERS VI PARALLEL, L.P. (the “Company”), pursuant to that Power of Attorney dated September 24, 2010 (the “POA”), does hereby designate Lee Tryhorn and Leo Herskovich, employees of the Company, as additional attorneys-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation of Additional Attorney-in-Fact (this “Designation”) shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 2, 2015.



GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS ADVISORS VI, L.L.C., its General Partner
        
By: /s/ Jeremy Kahn
    
 
 
Name: Jeremy Kahn
    
 
 
Title: Attorney-In-Fact
    
 
 
 
 EX-99.13 14 ja13g-tiptree99_13.htm POWER OF ATTORNEY GSCP VI PARALLEL PROSIGHT, L.L.C. ja13g-tiptree99_13.htm
EXHIBIT (99.13)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI PARALLEL PROSIGHT, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, as its true and lawful attorney, to approve, execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting  unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact. This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 17th day of February, 2015.
 

 
GSCP VI PARALLEL PROSIGHT, L.L.C.


By: /s/ Anthony Arnold
    
 
  
Name:  Anthony Arnold
    
 
  
Title:  Vice President
    
 
  
EX-99.14 15 ja13g-tiptree99_14.htm POWER OF ATTORNEY PROSIGHT EQUITY MANAGEMENT INC. ja13g-tiptree99_14.htm
EXHIBIT (99.14)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that PROSIGHT EQUITY MANAGEMENT INC. (the  “Company”)  does hereby make, constitute  and appoint each of Dan Deluca, Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact),  acting  individually,  as its true  and  lawful  attorney,  to approve, execute and deliver in its name and on its behalf,  whether the Company is acting individually or as representative of others,  any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended,  the “Act”),  with respect to securities which may be deemed to be beneficially owned by  the Company under the Act, giving and granting unto each said Attorney-in-fact  power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do,  hereby  ratifying and  confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 17th day of February, 2015.
 

 
PROSIGHT EQUITY MANAGEMENT INC.

         
By: /s/ Anthony Arnold
    
 
  
Name:  Anthony Arnold
    
 
  
Title:   Vice President
    
 
  
EX-99.15 16 ja13g-tiptree99_15.htm POWER OF ATTORNEY PROSIGHT PARALLEL INVESTMENT LLC ja13g-tiptree99_15.htm
EXHIBIT (99.15)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that PROSIGHT PARALLEL INVESTMENT LLC (the  “Company”)  does hereby make, constitute  and appoint each of Dan Deluca, Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact),  acting  individually,  as its true  and  lawful  attorney,  to approve, execute and deliver in its name and on its behalf,  whether the Company is acting individually or as representative of others,  any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended,  the “Act”),  with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact  power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do,  hereby  ratifying and  confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 17th day of February, 2015.
 
 
 
PROSIGHT PARALLEL INVESTMENT LLC
 
By: /s/ Anthony Arnold
    
 
  
Name:  Anthony Arnold
    
 
  
Title:   Vice President
    
 
  
EX-99.16 17 ja13g-tiptree99_16.htm POWER OF ATTORNEY PROSIGHT INVESTMENT LLC ja13g-tiptree99_16.htm
EXHIBIT (99.16)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that PROSIGHT INVESTMENT LLC the “Company”)  does hereby make, constitute  and appoint each of Dan Deluca, Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, as its true and lawful attorney, to approve, execute and deliver in its name and on its behalf,  whether the Company is acting individually or as representative of others,  any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended,  the “Act”),  with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting  unto each said Attorney-in-fact  power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do, hereby  ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 17th day of February, 2015.

 
 
PROSIGHT INVESTMENT LLC

By: /s/ Anthony Arnold
    
 
  
Name:  Anthony Arnold
    
 
  
Title:   Vice President