TIPTREE INC. — Director's Dealing 2015

Jan 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Wyatt Julia (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-05	Class A Common Stock	A	15000	$0.00	Acquired	48209	Direct
2015-01-05	Class A Common Stock	J	498	$0.00	Acquired	48707	Direct

Footnotes

F1: The Reporting Person was granted restricted stock units, which represent the right to receive shares of the Issuer's Class A Common Stock, pursuant to the Issuer's Equity Plan. The restricted stock units will vest annually in three equal installments on each of January 3, 2016, January 3, 2017 and January 3, 2018 upon continuous employment from the grant date until such date, subject to certain terms contained in the Reporting Person's award agreement.

F2: The reporting person is a partner in Tricadia Holdings, L.P. ("Tricadia") and received these shares from Tricadia in a pro rata distribution in accordance with the reporting person's partnership interests in such entity. Tricadia received these shares from the Issuer as incentive compensation approved by the Issuer's Compensation, Nominating and Governance Committee for Michael Barnes' services as Executive Chairman of the Issuer under a Transition Services Agreement between Tricadia and the Issuer.