TIPTREE INC. — Director's Dealing 2016

Jan 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIPTREE FINANCIAL INC. (TIPT)
CIK: 0001393726
Period of Report: 2016-01-04

Reporting Person: Inayatullah Arif (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Class A Common Stock	A	45679	$0.00	Acquired	45679	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Employee Stock Option	$5.67	A	91359	Acquired		Class A Common Stock (91359)	Indirect

Footnotes

F1: The reporting person is a principal of Tricadia Holdings, L.P. ("Tricadia") The number of shares reflects a total which is greater than the Reporting Person's pecuniary interest. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

F2: On January 4, 2016, in consideration of Michael Barnes' services to the Registrant, Tricadia was granted stock options to purchase 91,359 shares of common stock of the Registrant subject to the terms of a Stock Option Agreement among the Registrant, Michael Barnes and Tricadia (the "Stock Option").

F3: Exercise of the Stock Option is subject to both (1) a time-based vesting requirement with one-third vesting each of January 4, 2019, 2020 and 2021 and (2) a performance-based vesting requirement that, at any time during the option term, achievement of a 20-day volume weighted average stock price of Registrant's Class A Common Stock, that exceeds the book value per share as of December 31, 2015.

F4: The Stock Option will expire on the earlier of (1) January 4, 2026 and (2) the date of the termination of Michael Barnes's service with the Registrant for Cause (as defined in the Stock Option Agreement) or Michael Barnes's voluntary termination of service with the Registrant.