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: 2015-01-02-05:00

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
2015-01-02-05:00	Class A Common Stock	P	740	$7.9588	Acquired	5648269	Indirect
2015-01-02-05:00	Class A Common Stock	S	1000	$7.9539	Disposed	5647269	Indirect
2015-01-05-05:00	Class A Common Stock	P	2249	$7.7319	Acquired	5649518	Indirect
2015-01-05-05:00	Class A Common Stock	S	4459	$7.7012	Disposed	5645059	Indirect
2015-01-06-05:00	Class A Common Stock	P	1888	$7.7031	Acquired	5646947	Indirect
2015-01-06-05:00	Class A Common Stock	S	3578	$7.6875	Disposed	5643369	Indirect
2015-01-07-05:00	Class A Common Stock	P	751	$7.6251	Acquired	5644120	Indirect
2015-01-07-05:00	Class A Common Stock	S	670	$7.6082	Disposed	5643450	Indirect
2015-01-08-05:00	Class A Common Stock	P	432	$7.6054	Acquired	5643882	Indirect
2015-01-08-05:00	Class A Common Stock	S	432	$7.6054	Disposed	5643450	Indirect
2015-01-09-05:00	Class A Common Stock	P	703	$7.6574	Acquired	5644153	Indirect
2015-01-09-05:00	Class A Common Stock	S	690	$7.6557	Disposed	5643463	Indirect
2015-01-12-05:00	Class A Common Stock	P	2043	$7.6579	Acquired	5645506	Indirect
2015-01-12-05:00	Class A Common Stock	S	1453	$7.6611	Disposed	5644053	Indirect
2015-01-13-05:00	Class A Common Stock	P	1925	$7.6924	Acquired	5645978	Indirect
2015-01-13-05:00	Class A Common Stock	S	2003	$7.6906	Disposed	5643975	Indirect
2015-01-14-05:00	Class A Common Stock	P	329	$7.5917	Acquired	5644305	Indirect
2015-01-14-05:00	Class A Common Stock	S	693	$7.5908	Disposed	5643611	Indirect
2015-01-15-05:00	Class A Common Stock	P	1516	$7.5509	Acquired	5645127	Indirect
2015-01-15-05:00	Class A Common Stock	S	3001	$7.5422	Disposed	5642126	Indirect
2015-01-16-05:00	Class A Common Stock	P	454	$7.5793	Acquired	5642580	Indirect
2015-01-16-05:00	Class A Common Stock	S	948	$7.6005	Disposed	5641632	Indirect
2015-01-20-05:00	Class A Common Stock	P	63	$7.6491	Acquired	5641695	Indirect
2015-01-20-05:00	Class A Common Stock	S	947	$7.4819	Disposed	5640748	Indirect
2015-01-21-05:00	Class A Common Stock	P	315	$7.5759	Acquired	5641063	Indirect
2015-01-21-05:00	Class A Common Stock	S	515	$7.4882	Disposed	5640548	Indirect
2015-01-22-05:00	Class A Common Stock	P	1781	$7.5309	Acquired	5642329	Indirect
2015-01-22-05:00	Class A Common Stock	S	1525	$7.4996	Disposed	5640804	Indirect
2015-01-23-05:00	Class A Common Stock	P	386	$7.4803	Acquired	5641190	Indirect
2015-01-23-05:00	Class A Common Stock	S	386	$7.4803	Disposed	5636980	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 January 23, 2015, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 40,980 shares of Common Stock, and Goldman Sachs also had open short positions of 55,299 shares of Common Stock, reflecting changes due to exempt transactions.

F5: Reflects a weighted average purchase price of $7.9588 per share, at prices ranging from $7.895 to $7.9757 per share.

F6: Reflects a weighted average sale price of $7.9539 per share, at prices ranging from $7.895 to $7.9757 per share.

F7: Reflects a weighted average purchase price of $7.7319 per share, at prices ranging from $7.67 to $7.845 per share.

F8: Reflects a weighted average sale price of $7.7012 per share, at prices ranging from $7.67 to $7.845 per share.

F9: Reflects a weighted average purchase price of $7.7031 per share, at prices ranging from $7.67 to $7.875 per share.

F10: Reflects a weighted average sale price of $7.6875 per share, at prices ranging from $7.67 to $7.875 per share.

F11: Reflects a weighted average purchase price of $7.6251 per share, at prices ranging from $7.5553 to $7.77 per share.

F12: Reflects a weighted average sale price of $7.6082 per share, at prices ranging from $7.5553 to $7.75 per share

F13: Reflects a weighted average purchase price of $7.6054 per share, at prices ranging from $7.5504 to $7.74 per share.

F14: Reflects a weighted average sale price of $7.6054 per share, at prices ranging from $7.5504 to $7.74 per share

F15: Reflects a weighted average purchase price of $7.6574 per share, at prices ranging from $7.6002 to $7.76 per share.

F16: Reflects a weighted average sale price of $7.6557 per share, at prices ranging from $7.6002 to $7.76 per share

F17: Reflects a weighted average purchase price of $7.6579 per share, at prices ranging from $7.6081 to $7.71 per share.

F18: Reflects a weighted average sale price of $7.6611 per share, at prices ranging from $7.6081 to $7.71 per share.

F19: Reflects a weighted average purchase price of $7.6924 per share, at prices ranging from $7.5954 to $7.76 per share.

F20: Reflects a weighted average sale price of $7.6906 per share, at prices ranging from $7.5954 to $7.71 per share.

F21: Reflects a weighted average purchase price of $7.5917 per share, at prices ranging from $7.5644 to $7.665 per share.

F22: Reflects a weighted average sale price of $7.5908 per share, at prices ranging from $7.5644 to $7.665 per share.

F23: Reflects a weighted average purchase price of $7.5509 per share, at prices ranging from $7.53 to $7.6356 per share.

F24: Reflects a weighted average sale price of $7.5422 per share, at prices ranging from $7.53 to $7.64 per share.

F25: Reflects a weighted average purchase price of $7.5793 per share, at prices ranging from $7.5714 to $7.68 per share.

F26: Reflects a weighted average sale price of $7.6005 per share, at prices ranging from $7.5714 to $7.68 per share.

F27: Reflects a weighted average purchase price of $7.6491 per share, at prices ranging from $7.645 to $7.677 per share.

F28: Reflects a weighted average sale price of $7.4819 per share, at prices ranging from $7.47 to $7.677 per share.

F29: Reflects a weighted average purchase price of $7.5759 per share, at prices ranging from $7.27 to $7.5912 per share.

F30: Reflects a weighted average sale price of $7.4882 per share, at prices ranging from $7.27 to $7.5912 per share.

F31: Reflects a weighted average purchase price of $7.5309 per share, at prices ranging from $7.3736 to $7.70 per share.

F32: Reflects a weighted average sale price of $7.4996 per share, at prices ranging from $7.3736 to $7.53 per share.

F33: Reflects a weighted average purchase price of $7.4803 per share, at prices ranging from $7.4568 to $7.59 per share.

F34: Reflects a weighted average sale price of $7.4803 per share, at prices ranging from $7.4568 to $7.59 per share.

F35: 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.