Form Type: 4

SEC EDGAR Link
Accession Number:0001393726-19-000029
Date:2019-02-26
Issuer: TIPTREE INC. (TIPT)
Original Submission Date:

Reporting Person:

BARNES MICHAEL GENE
C/O TIPTREE INC.
780 THIRD AVENUE 21ST FLOOR NEW YORK, NY 10017

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-02-26 A 45,163 a $0.00 7,412,919 direct
COMMON STOCK 2019-02-26 0 $0.00 109,736 f2 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION 6.26 2019-02-26 deemed execution date A 90,326 (a) common stock 90,326 $6.26 90,326 direct
Footnotes
IDfootnote
f1 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, 2022 upon mr. barnes' continuous employment from the grant date until such date, subject to certain terms contained in the award agreement.
f2 the reporting person is a principal of tricadia holdings, l.p. ("tricadia") which owns restricted stock units of the issuer which shall vest on february 22, 2020 upon mr. barnes' continuous employment from the grant date until such date, subject to certain terms contained in the award agreement. 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.
f3 on february 26, 2019, the reporting person was granted non-qualified stock options to purchase 90,326 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").
f4 exercise of the stock option is subject to both (1) a time-based vesting requirement with one-third vesting each of february 26, 2022, 2023 and 2024 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, 2018 (as reported in the registrant's filings with the securities and exchange commission).
f5 the stock option will expire on the earlier of (1) february 26, 2029 and (2) the date of the termination of michael barnes' service with the registrant for cause (as defined in the stock option agreement) or michael barnes' voluntary termination of service with the registrant.
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