*
|
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.
|
CUSIP No. 88822Q103
|
1.
|
Names of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ProSight Global Holdings Limited
FEIN: 45-3412786
|
||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
||||
3.
|
SEC use only
|
||||
4.
|
Citizenship or place of organization
Bermuda
|
||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
5.
|
Sole voting power
0
|
|||
6.
|
Shared voting power
0
|
||||
7.
|
Sole dispositive power
0
|
||||
8.
|
Shared dispositive power
0
|
||||
9.
|
Aggregate amount beneficially owned by each reporting person
0
|
||||
10.
|
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
||||
11.
|
Percent of class represented by amount in Row (9)
0%
|
||||
12.
|
Type of reporting person (see instructions)
HC
|
CUSIP No. 88822Q103
|
1.
|
Names of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ProSight Global, Inc.
FEIN: 35-2405664
|
||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
||||
3.
|
SEC use only
|
||||
4.
|
Citizenship or place of organization
Delaware
|
||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
5.
|
Sole voting power
0
|
|||
6.
|
Shared voting power
0
|
||||
7.
|
Sole dispositive power
0
|
||||
8.
|
Shared dispositive power
0
|
||||
9.
|
Aggregate amount beneficially owned by each reporting person
0
|
||||
10.
|
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
||||
11.
|
Percent of class represented by amount in Row (9)
0%
|
||||
12.
|
Type of reporting person (see instructions)
HC
|
CUSIP No. 88822Q103
|
1.
|
Names of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ProSight Specialty Insurance Group, Inc.
FEIN: 13-3534162
|
||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
||||
3.
|
SEC use only
|
||||
4.
|
Citizenship or place of organization
New York
|
||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
5.
|
Sole voting power
0
|
|||
6.
|
Shared voting power
0
|
||||
7.
|
Sole dispositive power
0
|
||||
8.
|
Shared dispositive power
0
|
||||
9.
|
Aggregate amount beneficially owned by each reporting person
0
|
||||
10.
|
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
||||
11.
|
Percent of class represented by amount in Row (9)
0%
|
||||
12.
|
Type of reporting person (see instructions)
HC, IC
|
CUSIP No. 88822Q103
|
1.
|
Names of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New York Marine and General Insurance Company
FEIN: 13-2703894
|
||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
||||
3.
|
SEC use only
|
||||
4.
|
Citizenship or place of organization
New York
|
||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
5.
|
Sole voting power
0
|
|||
6.
|
Shared voting power
0
|
||||
7.
|
Sole dispositive power
0
|
||||
8.
|
Shared dispositive power
0
|
||||
9.
|
Aggregate amount beneficially owned by each reporting person
0
|
||||
10.
|
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
||||
11.
|
Percent of class represented by amount in Row (9)
0%
|
||||
12.
|
Type of reporting person (see instructions)
HC, IC
|
CUSIP No. 88822Q103
|
1.
|
Names of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Southwest Marine and General Insurance Company
FEIN: 20-3248706
|
||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
||||
3.
|
SEC use only
|
||||
4.
|
Citizenship or place of organization
Arizona
|
||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
5.
|
Sole voting power
0
|
|||
6.
|
Shared voting power
0
|
||||
7.
|
Sole dispositive power
0
|
||||
8.
|
Shared dispositive power
0
|
||||
9.
|
Aggregate amount beneficially owned by each reporting person
0
|
||||
10.
|
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
||||
11.
|
Percent of class represented by amount in Row (9)
0%
|
||||
12.
|
Type of reporting person (see instructions)
IC
|
CUSIP No. 88822Q103
|
|||||||
1.
|
Names of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Insurance Company
FEIN: 13-3383720
|
||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
||||
3.
|
SEC use only
|
||||
4.
|
Citizenship or place of organization
New York
|
||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
5.
|
Sole voting power
0
|
|||
6.
|
Shared voting power
0
|
||||
7.
|
Sole dispositive power
0
|
||||
8.
|
Shared dispositive power
0
|
||||
9.
|
Aggregate amount beneficially owned by each reporting person
0
|
||||
10.
|
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
||||
11.
|
Percent of class represented by amount in Row (9)
0%
|
||||
12.
|
Type of reporting person (see instructions)
IC
|
Item 1.
|
(a)
|
Name of Issuer
Tiptree Financial Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
780 Third Avenue, 21st Floor, New York, New York 10017
|
Item 2.
|
(a)
|
Name of Person Filing
1. ProSight Global Holdings Limited
2. ProSight Global, Inc.
3. ProSight Specialty Insurance Group, Inc.
4. New York Marine and General Insurance Company
5. Southwest Marine and General Insurance Company
6. Gotham Insurance Company
|
|
(b)
|
Address of the Principal Office or, if none, residence
|
|
1. Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
|
||
2. 412 Mount Kemble Avenue, Suite 300C, Morristown, NJ 07960
|
||
3. 412 Mount Kemble Avenue, Suite 300C, Morristown, NJ 07960
4. 412 Mount Kemble Avenue, Suite 300C, Morristown, NJ 07960
5. 412 Mount Kemble Avenue, Suite 300C, Morristown, NJ 07960
6. 412 Mount Kemble Avenue, Suite 300C, Morristown, NJ 07960
|
||
(c)
|
Citizenship 1. Bermuda
2. Delaware
3. New York
4. New York
5. Arizona
6. New York
|
|
(d)
|
Title of Class of Securities
Class A Common Stock, par value $0.001 per share
|
|
(e)
|
CUSIP Number
88822Q103
|
(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 §240.13d-1(b)(1)(ii)(E);
|
||
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
||
(g)
|
☒
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
||
(h)
|
☐
|
A savings associations 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)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
Item 4.
|
Ownership.
|
(a)
|
Amount beneficially owned: See the responses to Item 9 on the attached cover pages.
|
|||
(b)
|
Percent of class: See the responses to Item 11 on the attached cover pages.
|
|||
(c)
|
Number of shares as to which the person has:
|
|||
(i)
|
Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.
|
|||
(ii)
|
Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.
|
|||
(iii)
|
Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages.
|
|||
(iv)
|
Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
|
(a)
|
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
|
ProSight Global Holdings Limited
|
||
June 27, 2016
|
||
Date
|
||
/s/ Eric Bernstein
|
||
Signature
|
||
Eric Bernstein, Director
|
||
Name/Title
|
||
ProSight Global, Inc.
|
||
June 27, 2016
|
||
Date
|
||
/s/ Anthony Piszel
|
||
Signature
|
||
Anthony Piszel, Chief Financial Officer
|
||
Name/Title
|
||
ProSight Specialty Insurance Group, Inc.
|
||
June 27, 2016
|
||
Date
|
||
/s/ John Fitzgerald
|
||
Signature
|
||
John Fitzgerald, Controller
|
||
Name/Title
|
||
New York Marine and General Insurance Company
|
||
June 27, 2016
|
||
Date
|
||
/s/ John Fitzgerald
|
||
Signature
|
||
John Fitzgerald, Controller
|
||
Name/Title
|
||
Southwest Marine and General Insurance Company
|
||
June 27, 2016
|
||
Date
|
||
/s/ John Fitzgerald
|
||
Signature
|
||
John Fitzgerald, Controller
|
||
Name/Title
|
||
Gotham Insurance Company
|
||
June 27, 2016
|
||
Date
|
||
/s/ John Fitzgerald
|
||
Signature
|
||
John Fitzgerald, Controller
|
||
Name/Title
|
ProSight Global Holdings Limited
|
||
Dated:
|
June 27, 2016
|
|
/s/ Eric Bernstein
|
||
Signature
|
||
Eric Bernstein, Director
|
||
Name/Title
|
||
ProSight Global Inc.
|
||
Dated:
|
June 27, 2016
|
|
/s/ Anthony Piszel
|
||
Signature
|
||
Anthony Piszel, Chief Financial Officer
|
||
Name/Title
|
||
ProSight Specialty Insurance Group, Inc.
|
||
Dated:
|
June 27, 2016
|
|
/s/ John Fitzgerald
|
||
Signature
|
||
John Fitzgerald, Controller
|
||
Name/Title
|
||
New York Marine and General Insurance Company
|
||
Dated:
|
June 27, 2016
|
|
/s/ John Fitzgerald
|
||
Signature
|
||
John Fitzgerald, Controller
|
||
Name/Title
|
||
Southwest Marine and General Insurance Company
|
||
Dated:
|
June 27, 2016
|
|
/s/ John Fitzgerald
|
||
Signature
|
||
John Fitzgerald, Controller
|
||
Name/Title
|
||
Gotham Insurance Company
|
||
Dated:
|
June 27, 2016
|
|
/s/ John Fitzgerald
|
||
Signature
|
||
John Fitzgerald, Controller
|
||
Name/Title
|