TIPTREE INC. — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIPTREE FINANCIAL INC. (TIPT)
CIK: 0001393726
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Class A Common Stock	J	74367	$0.00	Acquired	982574	Direct
2013-12-31	Class B Common Stock	J	178494	$0.00	Disposed	30968877	Indirect

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 Issuer canceled 178,494 shares of Class B Common Stock held by Tiptree Financial Partners, L.P. ("TFP") to cause the ratio of the units of Tiptree Operating Company, LLC ("Operating Subsidiary") owned by TFP to Class B Common Stock outstanding to be 1:1 following the forfeiture by the Issuer and TPF, and the cancelation by the Operating Subsidiary, of Operating Subsidiary units which caused (i) the ratio of Operating Subsidiary units owned by TFP to Class A Common Stock outstanding to be 1:1 and (ii) the ratio of Operating Subsidiary common units owned by TFP to TFP partnership units outstanding to be 2.798:1.

F3: The reporting person is Executive Chairman of TFP 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 TFP. 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.