SEC FORM 4

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

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^*

Mascherin Walter P.

(Last)

(First)

(Middle)

C/O FORTEGRA FINANCIAL CORPORATION

10151 DEERWOOD PK BLVD BLDG 100 STE 330

(Street)

JACKSONVILLE

32256

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

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)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/04/2014		D		14,869⁽¹⁾⁽²⁾	D	⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option, Right to Buy 1/1/2013	$8.89	12/04/2014		A		18,982		⁽⁴⁾	01/01/2023	Common Stock	18,982	$0	18,982	D
Option, Right to Buy 1/1/2013	$8.89	12/04/2014		D			18,982	⁽⁴⁾	01/01/2023	Common Stock	18,982	$1.11⁽⁴⁾	0	D
Option, Right to Buy 7/1/2011	$7.84	12/04/2014		D			15,000	⁽⁵⁾	07/01/2021	Common Stock	15,000	$2.16⁽⁵⁾	0	D
Option, Right to Buy 7/1/2012	$8	12/04/2014		D			20,000	⁽⁶⁾	07/01/2022	Common Stock	20,000	$2⁽⁶⁾	0	D
Option, Right to Buy 9/1/2013	$7.62	12/04/2014		D			7,500	⁽⁷⁾	09/01/2023	Common Stock	7,500	$2.38⁽⁷⁾	0	D

Explanation of Responses:

1. Includes shares acquired under the Company's Employee Stock Purchase Plan between December 2012 and July 2014.

2. Takes into account 132 shares originally withheld by the Company to satisfy tax withholding obligations in connection with the July 1, 2011 grant and takes into account 221 shares originally withheld by the Company to satisfy withholding obligations in connection with the July 1, 2012 grant, but for which Forms 4 were not filed at the time of the withholding.

3. Shares of Common Stock were disposed of in exchange for the right to receive $10.00 per share in cash pursuant to the Agreement and Plan of Merger by and among Tiptree Operating Company, LLC, Caroline Holdings LLC, Caroline Merger Sub, Inc., and Fortegra Financial Corporation (the "Merger Agreement").

4. On January1, 2013, the reporting person was granted an option to purchase 18,982 shares of Common Stock. These stock options provided for vesting upon the Company's satisfaction of performance goals on or before December 31, 2015 for (i) revenue (Compound Annual Growth Rate), (ii) profitable growth (Net Income) and (iii) earnings (Return on Average Equity). These performance metrics were equally weighted such that achievement of any one target would result in the vesting of one-third of the total equity award. These performance-based stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These performance-based stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement.

5. These stock options, which are currently exercisable, were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement.

6. These stock options provided for vesting one-third when the Compensation Committee of the Board determines that the Company has achieved annual Adjusted EBITDA of $46,000,000 and the remainder on each of the two anniversaries of such determination. These stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the Merger on December 4, 2014, in accordance with the terms of the Merger Agreement.

7. These stock options provided for vesting in equal installments on each of the first four anniversaries of the grant date. These stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement.

Remarks:

	/s/ Christopher D. Romaine, attorney in fact	12/04/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.