0001209191-17-016466.txt : 20170302 0001209191-17-016466.hdr.sgml : 20170302 20170302153130 ACCESSION NUMBER: 0001209191-17-016466 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170228 FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TIPTREE INC. CENTRAL INDEX KEY: 0001393726 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 383754322 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 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: TIPTREE FINANCIAL INC. DATE OF NAME CHANGE: 20130701 FORMER COMPANY: FORMER CONFORMED NAME: Care Investment Trust Inc. DATE OF NAME CHANGE: 20070320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Inayatullah Arif CENTRAL INDEX KEY: 0001499674 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 17658450 MAIL ADDRESS: STREET 1: TRICADIA CAPITAL STREET 2: 780 THIRD AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-02-28 0 0001393726 TIPTREE INC. TIPT 0001499674 Inayatullah Arif C/O TRICADIA HOLDINGS, L.P. 780 THIRD AVE, 29TH FLOOR NEW YORK NY 10017 0 0 1 0 Class A Common Stock 2017-02-28 4 A 0 109736 0.00 A 159983 I By: Tricadia Holdings, L.P. Class A Common Stock 615031 D Employee Stock Option 6.65 2017-02-28 4 A 0 219472 0.00 A Class A Common Stock 219472 319967 I By: Tricadia Holdings, L.P. In consideration of Michael Barnes' services to the Registrant, Tricadia was granted restricted stock units, which represent the right to receive shares of the Registrant's Class A Common Stock, pursuant to the Registrant's Equity Plan. The restricted stock units are subject to cliff vesting on February 22, 2020 upon continuous employment of Michael Barnes from the grant date until such date, subject to certain terms contained in a restricted stock unit award agreement among the Registrant, Michael Barnes and Tricadia. The reporting person is a principal of Tricadia Holdings, L.P. ("Tricadia") The number of shares reflects a total which is greater than the Reporting Person's pecuniary interest. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. In consideration of Michael Barnes' services to the Registrant, Tricadia was granted stock options to purchase 219,472 shares of common stock of the Registrant subject to the terms of a Stock Option Agreement among the Registrant, Michael Barnes and Tricadia (the "Stock Option"). Exercise of the Stock Option is subject to both (1) a time-based vesting requirement with one-third vesting each of February 22, 2020, 2021 and 2022 and (2) a performance-based vesting requirement that, at any time during the option term, achievement of a 20-day volume weighted average stock price of Registrant's Class A Common Stock, that exceeds the per share book value on an as exchanged basis as of December 31, 2016 (as reported in the Registrant's filings with the Securities and Exchange Commission). The Stock Option will expire on the earlier of (1) February 22, 2027 and (2) the date of the termination of Michael Barnes's service with the Registrant for Cause (as defined in the Stock Option Agreement) or Michael Barnes's voluntary termination of service with the Registrant. /s/ Neil C. Rifkind, Attorney-in-Fact for Arif Inayatullah 2017-03-02