0000903423-16-001115.txt : 20160627 0000903423-16-001115.hdr.sgml : 20160627 20160627171015 ACCESSION NUMBER: 0000903423-16-001115 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160623 FILED AS OF DATE: 20160627 DATE AS OF CHANGE: 20160627 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TIPTREE FINANCIAL 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: Care Investment Trust Inc. DATE OF NAME CHANGE: 20070320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 161734026 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 161734027 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Advisors VI-AIV, Inc. CENTRAL INDEX KEY: 0001634024 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 161734028 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Advisors VI, Inc. CENTRAL INDEX KEY: 0001433038 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 161734029 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 161734030 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 sbstiptree4.xml OWNERSHIP DOCUMENT X0306 4 2016-06-23 0 0001393726 TIPTREE FINANCIAL INC. TIPT 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0001433038 TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0001634024 TPG Advisors VI-AIV, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner Common Stock 2016-06-23 4 S 0 5596000 6.50 D 0 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors"), (ii) TPG Advisors VI, Inc. ("Advisors VI") and (iii) TPG Advisors VI-AIV, Inc. ("Advisors VI-AIV" and, together with Group Advisors, Advisors VI and Messrs. Bonderman and Coulter, the "Reporting Persons"). Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole shareholder of TPG GenPar VI AIV Advisors, Inc., which is the general partner of TPG GenPar VI-AIV, L.P. ("GenPar VI-AIV"), which is the general partner of TPG Prosight, L.P., which is the general partner of TPG PS 1, L.P., which is a shareholder of Prosight Global Holdings Limited ("PGHL"). GenPar VI-AIV is the general partner of TPG VI DFI AIV I, L.P., which is the general partner of TPG PS 2, L.P., which is a shareholder of PGHL. GenPar VI-AIV is the general partner of TPG VI DFI AIV II, L.P., which is the general partner of TPG PS 3, L.P., which is a shareholder of PGHL. Advisors VI is the general partner of Prosight TPG, L.P., which is a shareholder of PGHL. Advisors VI-AIV is the general partner of TPG PS 4, L.P., which is a shareholder of PGHL. Indirect subsidiaries (the "PGI Subsidiaries") of PGHL acquired on August 5, 2014 in aggregate the 5,596,000 shares (the "Shares") of Common Stock of Tiptree Financial Inc. (the "Issuer") whose disposition is reported herein. Because of each of Group Advisors', Advisors VI's and Advisors VI-AIV's relationship to the PGI Subsidiaries, each of Group Advisors, Advisors VI and Advisors VI-AIV may have been deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to have beneficially owned the Shares directly held by the PGI Subsidiaries. Each of Group Advisors, Advisors VI and Advisors VI-AIV disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein. David Bonderman and James G. Coulter are officers and sole shareholders of Group Advisors, Advisors VI and Advisors VI-AIV, and so therefore may have been deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to have beneficially owned the Shares held by the PGI Subsidiaries. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. Pursuant to the Stock Purchase Agreement, dated as of June 23, 2016 (the "Purchase Agreement"), by and among the Issuer, Caroline Holdings LLC (the "Buyer"), the PGI Subsidiaries and ProSight Specialty Insurance Group, Inc., the PGI Subsidiaries sold to the Buyer and the Buyer purchased from the PGI Subsidiaries the Shares for an aggregate purchase price of $36,374,000. (9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (10) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. /s/ Clive Bode, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9) 2016-06-27 /s/ Clive Bode, Vice President, TPG Advisors VI, Inc. (9) 2016-06-27 /s/ Clive Bode, Vice President, TPG Advisors VI-AIV, Inc. (9) 2016-06-27 /s/ Clive Bode, on behalf of David Bonderman (9) (10) 2016-06-27 /s/ Clive Bode, on behalf of James G. Coulter (9) (10) 2016-06-27