TIPTREE INC. — Director's Dealing 2014

Mar 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIPTREE FINANCIAL INC. (TIPT)
CIK: 0001393726
Period of Report: 2014-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-14	Class A Common Stock	J	8263	$0.00	Acquired	990837	Direct

Holdings (Derivative)

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

Footnotes

F1: The reporting person is a partner in Tricadia Holdings, L.P. ("Tricadia") and received these shares from Tricadia in a pro rata distribution in accordance with the reporting person's partnership interests in such entity. Tricadia received these shares as incentive compensation approved by the Issuer's Compensation, Nominating and Governance Committee for Michael Barnes' services as Executive Chairman of the Issuer under a Transition Services Agreement between Tricadia and the Issuer.

F2: The reporting person is Executive Chairman and an equity owner of Tiptree Financial Partners, L. P. ("TFP") and Executive Chairman and an equity owner of the Issuer. The reporting person holds voting and investment power with respect to the shares held directly by TFP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.