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: 2014-08-05-04:00

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
2014-08-05-04:00	Class A Common Stock	P	601	$7.0244	Acquired	5600775	Indirect
2014-08-05-04:00	Class A Common Stock	S	501	$7.0272	Disposed	5600274	Indirect
2014-08-06-04:00	Class A Common Stock	P	908	$6.985	Acquired	5601182	Indirect
2014-08-06-04:00	Class A Common Stock	S	1146	$6.987	Disposed	5600036	Indirect
2014-08-07-04:00	Class A Common Stock	P	700	$6.9074	Acquired	5600736	Indirect
2014-08-07-04:00	Class A Common Stock	S	700	$6.9074	Disposed	5600036	Indirect
2014-08-08-04:00	Class A Common Stock	P	839	$6.9754	Acquired	5600875	Indirect
2014-08-08-04:00	Class A Common Stock	S	1639	$6.9374	Disposed	5599236	Indirect
2014-08-11-04:00	Class A Common Stock	P	757	$7.0871	Acquired	5599993	Indirect
2014-08-11-04:00	Class A Common Stock	S	971	$7.1164	Disposed	5599022	Indirect
2014-08-12-04:00	Class A Common Stock	P	248	$7.05	Acquired	5599270	Indirect
2014-08-12-04:00	Class A Common Stock	S	248	$7.05	Disposed	5599022	Indirect
2014-08-13-04:00	Class A Common Stock	P	570	$7.164	Acquired	5599592	Indirect
2014-08-13-04:00	Class A Common Stock	S	3405	$7.2275	Disposed	5596187	Indirect
2014-08-14-04:00	Class A Common Stock	P	37	$7.1556	Acquired	5596224	Indirect
2014-08-14-04:00	Class A Common Stock	S	39	$7.143	Disposed	5596185	Indirect
2014-08-15-04:00	Class A Common Stock	P	898	$7.1332	Acquired	5597083	Indirect
2014-08-15-04:00	Class A Common Stock	S	1732	$7.134	Disposed	5595351	Indirect
2014-08-18-04:00	Class A Common Stock	P	595	$7.1574	Acquired	5595946	Indirect
2014-08-18-04:00	Class A Common Stock	S	637	$7.1595	Disposed	5595309	Indirect
2014-08-19-04:00	Class A Common Stock	P	12	$7.0991	Acquired	5595321	Indirect
2014-08-19-04:00	Class A Common Stock	S	12	$7.0991	Disposed	5595309	Indirect
2014-08-20-04:00	Class A Common Stock	P	18	$7.22	Acquired	5595327	Indirect
2014-08-20-04:00	Class A Common Stock	S	1778	$7.2144	Disposed	5593549	Indirect
2014-08-21-04:00	Class A Common Stock	P	199	$7.2341	Acquired	5593748	Indirect
2014-08-21-04:00	Class A Common Stock	S	635	$7.2412	Disposed	5593113	Indirect
2014-08-22-04:00	Class A Common Stock	P	466	$7.2252	Acquired	5593579	Indirect
2014-08-22-04:00	Class A Common Stock	S	787	$7.2104	Disposed	5592792	Indirect
2014-08-25-04:00	Class A Common Stock	P	42	$7.2761	Acquired	5592834	Indirect
2014-08-25-04:00	Class A Common Stock	S	34	$7.2594	Disposed	5596353	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 August 25, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to beneficially own indirectly, 353 shares of Common Stock, and Goldman Sachs also had open short positions of 42,985 shares of Common Stock, reflecting changes due to exempt transactions.

F5: Reflects a weighted average purchase price of $7.0244 per share, at prices ranging from $6.971 to $7.03 per share.

F6: Reflects a weighted average sale price of $7.0272 per share, at prices ranging from $6.971 to $7.03 per share.

F7: Reflects a weighted average purchase price of $6.985 per share, at prices ranging from $6.8028 to $7.01 per share.

F8: Reflects a weighted average sale price of $6.987 per share, at prices ranging from $6.8028 to $7.03 per share.

F9: Reflects a weighted average purchase price of $6.9074 per share, at prices ranging from $6.781 to $7.0462 per share.

F10: Reflects a weighted average sale price of $6.9074 per share, at prices ranging from $6.781 to $7.0462 per share.

F11: Reflects a weighted average purchase price of $6.9754 per share, at prices ranging from $6.8195 to $7.05 per share.

F12: Reflects a weighted average sale price of $6.9374 per share, at prices ranging from $6.8195 to $7.05 per share.

F13: Reflects a weighted average purchase price of $7.0871 per share, at prices ranging from $6.9502 to $7.22 per share.

F14: Reflects a weighted average sale price of $7.1164 per share, at prices ranging from $6.9502 to $7.22 per share.

F15: Reflects a weighted average purchase price of $7.164 per share, at prices ranging from $7.1078 to $7.19 per share.

F16: Reflects a weighted average sale price of $7.2275 per share, at prices ranging from $7.1078 to $7.2299 per share.

F17: Reflects a weighted average purchase price of $7.1556 per share, at prices ranging from $7.09 to $7.1955 per share.

F18: Reflects a weighted average sale price of $7.143 per share, at prices ranging from $6.91 to $7.1955 per share.

F19: Reflects a weighted average purchase price of $7.1332 per share, at prices ranging from $6.978 to $7.2513 per share.

F20: Reflects a weighted average sale price of $7.134 per share, at prices ranging from $6.978 to $7.2513 per share.

F21: Reflects a weighted average purchase price of $7.1574 per share, at prices ranging from $6.9897 to $7.19 per share.

F22: Reflects a weighted average sale price of $7.1595 per share, at prices ranging from $6.9897 to $7.19 per share.

F23: Reflects a weighted average purchase price of $7.0991 per share, at prices ranging from $6.9818 to $7.1829 per share.

F24: Reflects a weighted average sale price of $7.0991 per share, at prices ranging from $6.9818 to $7.1829 per share.

F25: Reflects a weighted average sale price of $7.2144 per share, at prices ranging from $7.17 to $7.22 per share.

F26: Reflects a weighted average purchase price of $7.2341 per share, at prices ranging from $7.0711 to $7.2974 per share.

F27: Reflects a weighted average sale price of $7.2412 per share, at prices ranging from $7.0711 to $7.2974 per share.

F28: Reflects a weighted average purchase price of $7.2252 per share, at prices ranging from $7.2 to $7.2653 per share.

F29: Reflects a weighted average sale price of $7.2104 per share, at prices ranging from $7.11 to $7.2653 per share.

F30: Reflects a weighted average purchase price of $7.2761 per share, at prices ranging from $7.1196 to $7.32 per share.

F31: Reflects a weighted average sale price of $7.2594 per share, at prices ranging from $7.10 to $7.29 per share.

F32: 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.