TIPTREE INC. — Director's Dealing 2013

Jul 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIPTREE FINANCIAL INC. (CVTR)
CIK: 0001393726
Period of Report: 2013-07-01

Reporting Person: Barnes Michael Gene (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-01	Class A Common Stock	J	908207	—	Acquired	908207	Direct
2013-07-01	Common Stock	J	9277575	—	Disposed	0	Indirect
2013-07-01	Class B Common Stock	J	31147371	—	Acquired	31147371	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock Warant	$11.33	2018-09-30	Class A Common Stock (652500)	652500	Indirect

Footnotes

F1: On July 1, 2013, the reporting person received 828,152 shares of Class A Common Stock (the "Tiptree LP Shares") of the Issuer previously beneficially owned by Tiptree Financial Partners, L.P. ("Tiptree LP"), in exchange for the redemption of certain of his limited partnership interests in Tiptree LP in accordance with a private offer by Tiptree LP to its limited partners.

On July 1, 2013, the reporting person received 80,055 shares of Class A Common Stock (the "Tricadia Shares") of the Issuer previously beneficially owned by Tricadia Holdings, L.P. and its wholly-owned subsidiary ("Tricadia") in connection with a pro rata distribution by Tricadia of its interests in the Issuer to its partners.

F2: The consideration for the acquisition of the Tiptree LP Shares by the reporting person was the reporting person's proportionate interests in Tiptree LP, at a ratio of 2.798 shares of Class A Common Stock of the Issuer in exchange for each limited partnership unit of Tiptree LP, transferred by the reporting person to Tiptree LP for cancellation. As of December 31, 2012, Tiptree LP had a GAAP book value of $34.84 per limited partnership unit.

The reporting person received the Tricadia Shares as part of a pro rata distribution by Tricadia in accordance with the reporting person's partnership interests in such entity.

F3: In connection with a private offer by Tiptree LP to its limited partners, on July 1, 2013 Tiptree LP distributed 9,277,575 shares of common stock of the Issuer to certain of its limited partners in exchange for the redemption of certain of their limited partnership interests in Tiptree LP.

F4: The consideration for the disposition of the applicable shares of common stock of the Issuer by Tiptree LP was each acquirer's proportionate interests in Tiptree LP, at a ratio of 2.798 shares of common stock of the Issuer in exchange for each limited partnership unit of Tiptree LP, transferred by each acquirer to Tiptree LP for cancellation. As of December 31, 2012, Tiptree LP had a GAAP book value of $34.84 per limited partnership unit.

F5: The reporting person is Executive Chairman of Tiptree LP and Executive Chairman and an equity owner of the Issuer, which together own 100% of the equity interests in the parent of Tiptree Capital Management, LLC, the manager of Tiptree LP. The reporting person holds voting and investment power with respect to the shares held directly by Tiptree LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

F6: Pursuant to that certain Contribution Agreement ("Contribution Agreement"), dated December 31, 2012 and amended as of February 14, 2013, Tiptree LP contributed all of its assets and liabilities to an operating subsidiary managed by the Issuer in exchange for (i) 31,147,371 shares of Class B Common Stock of the Issuer and (ii) approximately 75% of the issued and outstanding membership interests in such operating subsidiary. The Contribution Agreement is described in and attached as an exhibit to the Proxy Statement on Schedule 14A, filed by the Issuer on May 13, 2013.

F7: The consideration for the acquisition of the applicable shares of Class B Common Stock of the Issuer by Tiptree LP was the contribution of all of the assets and liabilities of Tiptree LP which, as of December 31, 2012, had a GAAP book value of approximately $518.5 million.

F8: Reflects the Issuer's three-for-two stock split effected as of September 20, 2010.