0001393726-20-000026.txt : 20200221 0001393726-20-000026.hdr.sgml : 20200221 20200221171331 ACCESSION NUMBER: 0001393726-20-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200220 FILED AS OF DATE: 20200221 DATE AS OF CHANGE: 20200221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barnes Michael Gene CENTRAL INDEX KEY: 0001498811 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 20641139 MAIL ADDRESS: STREET 1: TRICADIA CAPITAL STREET 2: 299 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TIPTREE INC. CENTRAL INDEX KEY: 0001393726 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 383754322 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-446-1410 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 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 4 1 wf-form4_158232319418319.xml FORM 4 X0306 4 2020-02-20 0 0001393726 TIPTREE INC. TIPT 0001498811 Barnes Michael Gene C/O TIPTREE INC. 299 PARK AVENUE, 13TH FLOOR NEW YORK NY 10171 1 1 1 0 Executive Chairman Common Stock 2020-02-20 4 A 0 85055 0 A 8152774 D Common Stock 109736 I By: Corvid Peak Holdings, L.P. Employee Stock Option 7.25 2020-02-20 4 A 0 170111 0 A 2030-02-20 Common Stock 170111.0 170111 D The Reporting Person was granted restricted stock units, which represent the right to receive shares of the Issuer's Common Stock, pursuant to the Issuer's Equity Plan. The restricted stock units will cliff vest on February 15, 2023 upon continuous employment from the grant date until such date, subject to certain terms contained in the Reporting Person's award agreement. The reporting person is a principal of Corvid Peak Holdings, L.P. ("Corvid Peak"). 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. The Reporting Person was granted non-qualified stock options to purchase 170,111 shares of common stock of the Registrant, subject to the terms of a Stock Option Agreement between the Registrant and the Reporting person (the "Stock Option Agreement"). Exercise of the Stock Option is subject to both (1) a time-based vesting requirement with one-third vesting each of February 20, 2023, 2024 and 2025 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 Common Stock, that exceeds the per share book value on an as exchanged basis as of December 31,2019 (as reported in the Registrant's filings with the Securities and Exchange Commission). The Stock Option will expire on the earlier of (1) February 20, 2030 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, as Attorney-in-fact for Michael Barnes 2020-02-21