TIPTREE INC. — Director's Dealing 2015

Sep 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIPTREE FINANCIAL INC. (TIPT)
CIK: 0001393726
Period of Report: 2015-09-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-03	Class A Common Stock	P	1500	$5.80	Acquired	1440638	Direct
2015-09-03	Class A Common Stock	P	500	$5.75	Acquired	1441138	Direct
2015-09-03	Class A Common Stock	P	300	$5.79	Acquired	1441438	Direct
2015-09-03	Class A Common Stock	P	200	$5.78	Acquired	1441638	Direct
2015-09-04	Class A Common Stock	P	500	$5.48	Acquired	1442138	Direct
2015-09-04	Class A Common Stock	P	500	$5.49	Acquired	1442638	Direct
2015-09-04	Class A Common Stock	P	400	$5.52	Acquired	1443038	Direct
2015-09-04	Class A Common Stock	P	360	$5.54	Acquired	1443398	Direct
2015-09-04	Class A Common Stock	P	200	$5.51	Acquired	1443598	Direct
2015-09-04	Class A Common Stock	P	200	$5.50	Acquired	1443798	Direct
2015-09-04	Class A Common Stock	J	1665798	—	Acquired	3109596	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-04	Tiptree Financial Partners, L.P. partnership unit	$	J	595353	Disposed		Class A Common Stock (1665798)	Direct

Footnotes

F1: Purchases pursuant to a Rule 10b5-1 trading plan.

F2: In accordance with the terms and conditions set forth in a Redemption Election Notice sent to limited partners of Tiptree Financial Partners, L.P. ("TFP") on May 2, 2014 as supplemented on July 18, 2014, the reporting person exchanged 595,353 limited partnership units of TFP for 1,665,798 shares of Class A common stock of the Issuer.

F3: Partnership units of TFP are exchangeable for Class A common stock at a rate of one partnership unit of TFP for 2.798 shares of Class A common stock of the Issuer.

F4: Pursuant to the limited liability company agreement of Tiptree Operating Company, LLC ("Operating Company"), from and after July 1, 2014, Tiptree Financial Partners, L.P. ("TFP") will have the right to redeem common units of Operating Company held by TFP for an equal number of shares of Class A common stock of the issuer (and an equal number of shares of Class B common stock of Tiptree held by TFP will be canceled). On the terms and conditions set forth in a Redemption Election Notice sent to limited partners of TFP on May 2, 2014, TFP is allowing limited partners of TFP to direct TFP to redeem membership units of Operating Company held by TFP, to occur simultaneously with the redemption by the limited partner of partnership units that indirectly represent the beneficial ownership of the number of shares of Class A common stock to be redeemed upon the redemption by TFP of membership units.