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: 2014-08-26-04:00

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
2014-08-26-04:00	Class A Common Stock	P	73	$7.31	Acquired	5596426	Indirect
2014-08-26-04:00	Class A Common Stock	S	154	$7.2789	Disposed	5596272	Indirect
2014-08-27-04:00	Class A Common Stock	P	177	$7.1919	Acquired	5596449	Indirect
2014-08-27-04:00	Class A Common Stock	S	177	$7.1919	Disposed	5596272	Indirect
2014-08-28-04:00	Class A Common Stock	P	360	$7.1555	Acquired	5593079	Indirect
2014-08-28-04:00	Class A Common Stock	S	1400	$7.1291	Disposed	5591679	Indirect
2014-08-29-04:00	Class A Common Stock	P	176	$7.2626	Acquired	5595408	Indirect
2014-08-29-04:00	Class A Common Stock	S	1249	$7.24	Disposed	5594159	Indirect
2014-09-02-04:00	Class A Common Stock	P	2601	$7.1435	Acquired	5596760	Indirect
2014-09-02-04:00	Class A Common Stock	S	8618	$7.1411	Disposed	5588142	Indirect
2014-09-03-04:00	Class A Common Stock	P	244	$7.0319	Acquired	5588386	Indirect
2014-09-03-04:00	Class A Common Stock	S	820	$6.945	Disposed	5587566	Indirect
2014-09-04-04:00	Class A Common Stock	P	3532	$6.7874	Acquired	5591098	Indirect
2014-09-04-04:00	Class A Common Stock	S	3732	$6.7942	Disposed	5587366	Indirect
2014-09-05-04:00	Class A Common Stock	P	142	$7.006	Acquired	5587508	Indirect
2014-09-05-04:00	Class A Common Stock	S	942	$6.9776	Disposed	5586566	Indirect
2014-09-08-04:00	Class A Common Stock	P	3929	$7.3908	Acquired	5590495	Indirect
2014-09-08-04:00	Class A Common Stock	S	2830	$7.4287	Disposed	5587665	Indirect
2014-09-09-04:00	Class A Common Stock	P	4093	$7.5627	Acquired	5591758	Indirect
2014-09-09-04:00	Class A Common Stock	S	1091	$7.5182	Disposed	5590667	Indirect
2014-09-10-04:00	Class A Common Stock	P	3831	$8.0875	Acquired	5594498	Indirect
2014-09-10-04:00	Class A Common Stock	S	831	$8.0758	Disposed	5593667	Indirect
2014-09-11-04:00	Class A Common Stock	P	3215	$8.1767	Acquired	5596882	Indirect
2014-09-11-04:00	Class A Common Stock	S	194	$8.0744	Disposed	5596688	Indirect
2014-09-12-04:00	Class A Common Stock	P	4568	$7.9802	Acquired	5601256	Indirect
2014-09-12-04:00	Class A Common Stock	S	768	$7.9266	Disposed	5600488	Indirect
2014-09-15-04:00	Class A Common Stock	P	4286	$7.7639	Acquired	5604774	Indirect
2014-09-15-04:00	Class A Common Stock	S	86	$7.6688	Disposed	5604688	Indirect
2014-09-16-04:00	Class A Common Stock	P	3785	$7.6545	Acquired	5608473	Indirect
2014-09-16-04:00	Class A Common Stock	S	710	$7.6036	Disposed	5626845	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 September 16, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 30,845 shares of Common Stock, and Goldman Sachs also had open short positions of 54,017 shares of Common Stock, reflecting changes due to exempt transactions.

F5: Reflects a weighted average sale price of $7.2789 per share, at prices ranging from $7.12 to $7.32 per share.

F6: Reflects a weighted average purchase price of $7.1919 per share, at prices ranging from $7.1048 to $7.24 per share.

F7: Reflects a weighted average sale price of $7.1919 per share, at prices ranging from $7.1048 to $7.24 per share.

F8: Reflects a weighted average purchase price of $7.1555 per share, at prices ranging from $7.12 to $7.2322 per share.

F9: Reflects a weighted average sale price of $7.1291 per share, at prices ranging from $7.12 to $7.2322 per share.

F10: Reflects a weighted average purchase price of $7.2626 per share, at prices ranging from $7.24 to $7.2886 per share.

F11: Reflects a weighted average sale price of $7.24 per share, at prices ranging from $7.12 to $7.2886 per share.

F12: Reflects a weighted average purchase price of $7.1435 per share, at prices ranging from $7.14 to $7.2439 per share.

F13: Reflects a weighted average sale price of $7.1411 per share, at prices ranging from $7.14 to $7.2439 per share.

F14: Reflects a weighted average purchase price of $7.0319 per share, at prices ranging from $6.91 to $7.2384 per share.

F15: Reflects a weighted average sale price of $6.945 per share, at prices ranging from $6.86 to $7.2384 per share.

F16: Reflects a weighted average purchase price of $6.7874 per share, at prices ranging from $6.7777 to $6.9647 per share.

F17: Reflects a weighted average sale price of $6.7942 per share, at prices ranging from $6.7777 to $6.9647 per share.

F18: Reflects a weighted average purchase price of $7.006 per share, at prices ranging from $6.9472 to $7.01 per share.

F19: Reflects a weighted average sale price of $6.9776 per share, at prices ranging from $6.84 to $7.06 per share.

F20: Reflects a weighted average purchase price of $7.3908 per share, at prices ranging from $7.24 to $7.4738 per share.

F21: Reflects a weighted average sale price of $7.4287 per share, at prices ranging from $7.2585 to $7.4738 per share.

F22: Reflects a weighted average purchase price of $7.5627 per share, at prices ranging from $7.35 to $7.96 per share.

F23: Reflects a weighted average sale price of $7.5182 per share, at prices ranging from $7.4185 to $7.7519 per share.

F24: Reflects a weighted average purchase price of $8.0875 per share, at prices ranging from $7.92 to $8.5 per share.

F25: Reflects a weighted average sale price of $8.0758 per share, at prices ranging from $7.99 to $8.376 per share.

F26: Reflects a weighted average purchase price of $8.1767 per share, at prices ranging from $7.97 to $8.46 per share.

F27: Reflects a weighted average sale price of $8.0744 per share, at prices ranging from $8.0002 to $8.45 per share.

F28: Reflects a weighted average purchase price of $7.9802 per share, at prices ranging from $7.725 to $8.43 per share.

F29: Reflects a weighted average sale price of $7.9266 per share, at prices ranging from $7.73 to $8.3079 per share.

F30: Reflects a weighted average purchase price of $7.7639 per share, at prices ranging from 7.5852 to $7.85 per share.

F31: Reflects a weighted average sale price of $7.6688 per share, at prices ranging from $7.5852 to $7.81 per share.

F32: Reflects a weighted average purchase price of $7.6545 per share, at prices ranging from 7.59 to $7.8842 per share

F33: Reflects a weighted average sale price of $7.6036 per share, at prices ranging from $7.58 to $7.8842 per share.

F34: 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.