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: Ilany Jonathan (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Employee Stock Option	$5.67	A	137038	Acquired		Class A Common Stock (137038)	Direct

Footnotes

F1: On January 4, 2016, the Reporting Person was granted non-qualified stock options to purchase 137,038 shares of common stock of the Registrant, subject to the terms of a Stock Option Agreement.

F2: 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.

F3: The Stock Option will expire on the earlier of (1) January 4, 2026 and (2) the date of the termination of Jonathan Ilany's service with the Registrant for Cause (as defined in the Stock Option Agreement) or Jonathan Ilany's voluntary termination of service with the Registrant.