TIPTREE INC. — Director's Dealing 2015

Apr 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIPTREE FINANCIAL INC. (TIPT)
CIK: 0001393726
Period of Report: 2015-01-26-05:00

Reporting Person: GOLDMAN SACHS GROUP INC (N/A)
Reporting Person: GOLDMAN SACHS & CO (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-26-05:00	Class A Common Stock	P	331	$7.3901	Acquired	5637311	Indirect
2015-01-26-05:00	Class A Common Stock	S	331	$7.3901	Disposed	5636980	Indirect
2015-01-27-05:00	Class A Common Stock	P	1061	$7.3581	Acquired	5638041	Indirect
2015-01-27-05:00	Class A Common Stock	S	1117	$7.3087	Disposed	5636924	Indirect
2015-01-28-05:00	Class A Common Stock	P	1402	$7.2379	Acquired	5638326	Indirect
2015-01-28-05:00	Class A Common Stock	S	986	$7.2453	Disposed	5637340	Indirect
2015-01-29-05:00	Class A Common Stock	P	323	$7.1598	Acquired	5637663	Indirect
2015-01-29-05:00	Class A Common Stock	S	523	$7.2268	Disposed	5637140	Indirect
2015-01-30-05:00	Class A Common Stock	P	1718	$7.2631	Acquired	5638858	Indirect
2015-01-30-05:00	Class A Common Stock	S	1254	$7.2727	Disposed	5637604	Indirect
2015-02-02-05:00	Class A Common Stock	P	776	$7.3052	Acquired	5638380	Indirect
2015-02-02-05:00	Class A Common Stock	S	1296	$7.3111	Disposed	5637084	Indirect
2015-02-03-05:00	Class A Common Stock	P	653	$7.4141	Acquired	5637737	Indirect
2015-02-03-05:00	Class A Common Stock	S	1121	$7.4458	Disposed	5636616	Indirect
2015-02-04-05:00	Class A Common Stock	P	1570	$7.336	Acquired	5638186	Indirect
2015-02-04-05:00	Class A Common Stock	S	6890	$7.4461	Disposed	5631296	Indirect
2015-02-05-05:00	Class A Common Stock	P	1323	$7.4499	Acquired	5632619	Indirect
2015-02-05-05:00	Class A Common Stock	S	1411	$7.449	Disposed	5631208	Indirect
2015-02-06-05:00	Class A Common Stock	P	998	$7.3621	Acquired	5599794	Indirect
2015-02-06-05:00	Class A Common Stock	S	1101	$7.3647	Disposed	5631956	Indirect

Footnotes

F1: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F2: The shares of common stock, par value $0.001 per share (the "Common Stock") of Tiptree Financial, Inc. (the "Company") reported herein as purchased and sold were beneficially owned directly by Goldman Sachs, and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.

F3: For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), GS Group and Goldman Sachs may be deemed to beneficially own indirectly the 5,596,000 shares of Common Stock held by indirect subsidiaries of ProSight Global Holdings Ltd. ("ProSight Global") because (i) certain investment partnerships (the "Funds") own ProSight Investment LLC ("ProSight Investment") and ProSight Parallel Investment LLC ("ProSight Parallel Investment"), shareholders of ProSight Global, (ii) the general partners of the Funds are affiliates of GS Group and Goldman Sachs, (iii) Goldman Sachs is the investment manager of certain of the Funds and (iv) of the relationship between ProSight Equity Management Inc., the manager of ProSight Investment and ProSight Parallel Investment, and Goldman Sachs.

F4: As of February 6, 2015, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 35,956 shares of Common Stock, and Goldman Sachs also had open short positions of 56,450 shares of Common Stock, reflecting changes due to exempt transactions.

F5: Reflects a weighted average purchase price of $7.3901 per share, at prices ranging from $7.38 to $7.4176 per share.

F6: Reflects a weighted average sale price of $7.3901 per share, at prices ranging from $7.38 to $7.4176 per share.

F7: Reflects a weighted average purchase price of $7.3581 per share, at prices ranging from $7.3057 to $7.43 per share.

F8: Reflects a weighted average sale price of $7.3087 per share, at prices ranging from $7.28 to $7.375 per share.

F9: Reflects a weighted average purchase price of $7.2379 per share, at prices ranging from $7.23 to $7.3094 per share.

F10: Reflects a weighted average sale price of $7.2453 per share, at prices ranging from $7.23 to $7.3094 per share.

F11: Reflects a weighted average purchase price of $7.1598 per share, at prices ranging from $7.0915 to $7.45 per share.

F12: Reflects a weighted average sale price of $7.2268 per share, at prices ranging from $7.0915 to $7.45 per share.

F13: Reflects a weighted average purchase price of $7.2631 per share, at prices ranging from $7.23 to $7.56 per share.

F14: Reflects a weighted average sale price of $7.2727 per share, at prices ranging from $7.21 to $7.56 per share.

F15: Reflects a weighted average purchase price of $7.3052 per share, at prices ranging from $7.2224 to $7.335 per share.

F16: Reflects a weighted average sale price of $7.3111 per share, at prices ranging from $7.2224 to $7.335 per share.

F17: Reflects a weighted average purchase price of $7.4141 per share, at prices ranging from $7.2779 to $7.49 per share.

F18: Reflects a weighted average sale price of $7.4458 per share, at prices ranging from $7.2779 to $7.49 per share.

F19: Reflects a weighted average purchase price of $7.336 per share, at prices ranging from $7.30 to $7.475 per share.

F20: Reflects a weighted average sale price of $7.4461 per share, at prices ranging from $7.30 to $7.49 per share.

F21: Reflects a weighted average purchase price of $7.4499 per share, at prices ranging from $7.2352 to $7.49 per share.

F22: Reflects a weighted average sale price of $7.449 per share, at prices ranging from $7.2352 to $7.50 per share.

F23: Reflects a weighted average purchase price of $7.3621 per share, at prices ranging from $7.2643 to $7.39 per share.

F24: Reflects a weighted average sale price of $7.3647 per share, at prices ranging from $7.2643 to $7.39 per share.

F25: Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.