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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Summit Partners Private Equity Fund VII-A, L.P. (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Fortegra Financial Corp [ FRF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/04/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	12/04/2014		S(1)		12,438,772(2)	D	$10	0	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

1. Name and Address of Reporting Person* Summit Partners Private Equity Fund VII-A, L.P. (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Summit Partners Private Equity Fund VII B L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Summit Subordinated Debt Fund III-A, L.P. (Last) (First) (Middle) 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUMMIT SUBORDINATED DEBT FUND III-B L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUMMIT INVESTORS VI LP (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Disposition is pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 11, 2014, among Fortegra Financial Corporation (the "Company"), Tiptree Operating Company, LLC, Caroline Holdings LLC, ("Holdings"), and Caroline Merger Sub, Inc.("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Holdings.

2. Represents shares sold by the following entities: 7,185,871 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 4,315,949 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 591,713 shares of common stock sold by Summit Partners Subordinated Debt Fund III-A, L.P., 308,237 shares of common stock sold by Summit Partners Subordinated Debt Fund III-B, L.P. and 37,002 shares of common stock sold by Summit Investors VI, L.P.

Remarks:

The entities mentioned in Footnote 2 are collectively referred to as the "Summit Entities." Each of the Summit Entities disclaims beneficial ownership of all shares except those specifically listed in the Footnote as held by such entity, except to the extent of each such entity's pecuniary interest therein.

	Summit Partners Private Equity Fund VII-A, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member	12/04/2014
	Summit Partners Private Equity Fund VII-B, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member	12/04/2014
	Summit Subordinated Debt Fund III-A, L.P., by Summit Partners SD III, L.P., its GP, by Summit Partners SD III, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member	12/04/2014
	Summit Subordinated Debt Fund III-B, L.P., by Summit Partners SD III, L.P., its GP, by Summit Partners SD III, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member	12/04/2014
	Summit Investors VI, L.P., by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member	12/04/2014
	** Signature of Reporting Person	Date
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