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: 2014-09-17-04:00

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
2014-09-17-04:00	Class A Common Stock	P	3419	$7.6125	Acquired	5630264	Indirect
2014-09-17-04:00	Class A Common Stock	S	319	$7.5659	Disposed	5629945	Indirect
2014-09-18-04:00	Class A Common Stock	P	4584	$7.5229	Acquired	5634529	Indirect
2014-09-18-04:00	Class A Common Stock	S	2475	$7.5136	Disposed	5609419	Indirect
2014-09-19-04:00	Class A Common Stock	P	6092	$7.4504	Acquired	5638146	Indirect
2014-09-19-04:00	Class A Common Stock	S	30131	$7.5662	Disposed	5608015	Indirect
2014-09-22-04:00	Class A Common Stock	P	713	$7.4494	Acquired	5608728	Indirect
2014-09-22-04:00	Class A Common Stock	S	2631	$7.3826	Disposed	5606097	Indirect
2014-09-23-04:00	Class A Common Stock	P	381	$7.2715	Acquired	5606478	Indirect
2014-09-23-04:00	Class A Common Stock	S	381	$7.2715	Disposed	5606097	Indirect
2014-09-24-04:00	Class A Common Stock	P	539	$7.2928	Acquired	5606636	Indirect
2014-09-24-04:00	Class A Common Stock	S	3297	$7.4333	Disposed	5603339	Indirect
2014-09-25-04:00	Class A Common Stock	P	1458	$7.4855	Acquired	5604797	Indirect
2014-09-25-04:00	Class A Common Stock	S	2006	$7.4822	Disposed	5602791	Indirect
2014-09-26-04:00	Class A Common Stock	P	632	$7.413	Acquired	5603423	Indirect
2014-09-26-04:00	Class A Common Stock	S	1625	$7.4137	Disposed	5601798	Indirect
2014-09-29-04:00	Class A Common Stock	P	1070	$7.2209	Acquired	5602868	Indirect
2014-09-29-04:00	Class A Common Stock	S	1998	$7.2117	Disposed	5600870	Indirect
2014-09-30-04:00	Class A Common Stock	P	10894	$7.8494	Acquired	5611764	Indirect
2014-09-30-04:00	Class A Common Stock	P	60891	$8.2574	Acquired	5672655	Indirect
2014-09-30-04:00	Class A Common Stock	S	611	$7.2589	Disposed	5672044	Indirect
2014-09-30-04:00	Class A Common Stock	S	73801	$8.2582	Disposed	5598243	Indirect
2014-10-01-04:00	Class A Common Stock	P	5968	$7.6956	Acquired	5604211	Indirect
2014-10-01-04:00	Class A Common Stock	S	6560	$7.7066	Disposed	5597651	Indirect
2014-10-02-04:00	Class A Common Stock	P	690	$7.4796	Acquired	5598341	Indirect
2014-10-02-04:00	Class A Common Stock	S	690	$7.4796	Disposed	5597651	Indirect
2014-10-03-04:00	Class A Common Stock	P	652	$7.4785	Acquired	5598303	Indirect
2014-10-03-04:00	Class A Common Stock	S	654	$7.4783	Disposed	5597649	Indirect
2014-10-06-04:00	Class A Common Stock	P	449	$7.3576	Acquired	5598098	Indirect
2014-10-06-04:00	Class A Common Stock	S	449	$7.3576	Disposed	5609053	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 October 6, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 13,053 shares of Common Stock, and Goldman Sachs also had open short positions of 61,159 shares of Common Stock, reflecting changes due to exempt transactions.

F5: Reflects a weighted average purchase price of $7.6125 per share, at prices ranging from $7.54 to $7.74 per share.

F6: Reflects a weighted average sale price of $7.5659 per share, at prices ranging from $7.5519 to $7.6021 per share.

F7: Reflects a weighted average purchase price of $7.5229 per share, at prices ranging from $7.41 to $7.63 per share.

F8: Reflects a weighted average sale price of $7.5136 per share, at prices ranging from $7.49 to $7.6273 per share.

F9: Reflects a weighted average purchase price of $7.4504 per share, at prices ranging from $7.36 to $7.63 per share.

F10: Reflects a weighted average sale price of $7.5662 per share, at prices ranging from $7.36 to $7.6 per share.

F11: Reflects a weighted average purchase price of $7.4494 per share, at prices ranging from $7.34 to $7.6797 per share.

F12: Reflects a weighted average sale price of $7.3826 per share, at prices ranging from $7.34 to $7.6797 per share.

F13: Reflects a weighted average purchase price of $7.2715 per share, at prices ranging from $7.19 to $7.4026 per share.

F14: Reflects a weighted average sale price of $7.2715 per share, at prices ranging from $7.19 to $7.4026 per share.

F15: Reflects a weighted average purchase price of $7.2928 per share, at prices ranging from $7.2077 to $7.49 per share.

F16: Reflects a weighted average sale price of $7.4333 per share, at prices ranging from $7.2077 to $7.5 per share.

F17: Reflects a weighted average purchase price of $7.4855 per share, at prices ranging from $7.47 to $7.5107 per share.

F18: Reflects a weighted average sale price of $7.4822 per share, at prices ranging from $7.47 to $7.5107 per share.

F19: Reflects a weighted average purchase price of $7.413 per share, at prices ranging from $7.4062 to $7.5235 per share.

F20: Reflects a weighted average sale price of $7.4137 per share, at prices ranging from $7.21 to $7.5235 per share.

F21: Reflects a weighted average purchase price of $7.2209 per share, at prices ranging from $7.2 to $7.2375 per share.

F22: Reflects a weighted average sale price of $7.2117 per share, at prices ranging from $7.19 to $7.26 per share.

F23: Reflects a weighted average purchase price of $7.8494 per share, at prices ranging from $7.2 to $8.19 per share.

F24: Reflects a weighted average purchase price of $8.2574 per share, at prices ranging from $8.21 to $8.2645 per share.

F25: Reflects a weighted average sale price of $7.2589 per share, at prices ranging from $7.2356 to $7.364 per share.

F26: Reflects a weighted average sale price of $8.2582 per share, at prices ranging from $8.2555 to $8.26 per share.

F27: Reflects a weighted average purchase price of $7.6956 per share, at prices ranging from $7.67 to $7.9133 per share.

F28: Reflects a weighted average sale price of $7.7066 per share, at prices ranging from $7.65 to $7.9133 per share.

F29: Reflects a weighted average purchase price of $7.4796 per share, at prices ranging from $7.4526 to $7.61 per share.

F30: Reflects a weighted average sale price of $7.4796 per share, at prices ranging from $7.4526 to $7.61 per share.

F31: Reflects a weighted average purchase price of $7.4785 per share, at prices ranging from $7.45 to $7.6 per share.

F32: Reflects a weighted average sale price of $7.4783 per share, at prices ranging from $7.42 to $7.6 per share.

F33: Reflects a weighted average purchase price of $7.3576 per share, at prices ranging from $7.3555 to $7.45 per share.

F34: Reflects a weighted average sale price of $7.3576 per share, at prices ranging from $7.3555 to $7.45 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