Page 7 of 9 – SEC Filing
The Reporting Persons named in Item 2 below are hereby jointly filing this Schedule 13G (this “Statement“) because due to certain affiliates and relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own the same securities directly acquired from the Issuer named in Item 1 below by one of the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act“), the reporting persons named in Item 2 below have executed a written agreement relating to the joint filing of this Schedule 13G (the “Joint Filing Agreement“), a copy of which is annexed hereto as Exhibit 99.1.
Item 1.
| (a) | Name of Issuer: |
Tiptree Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
780 Third Avenue, 21st Floor,
New York, New York
Item 2.
| (a) | Name of Persons Filing (collectively, the “Reporting Persons“): |
| (i) | Reliance Investors LLC |
| (ii) | Wexford Capital LP |
| (iii) | Wexford GP LLC |
| (iv) | Charles E. Davidson |
| (v) | Joseph M. Jacobs |
| (b) | Address of Principal Business Office, or, if none, Residence of Reporting Persons: |
The address of the principal business office of Reliance Investors LLC, Wexford Capital LP and Wexford GP LLC is c/o Wexford Capital LP, 411 West Putnam Avenue, Suite 125, Greenwich, CT 06830 and 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401. The address of the principal business office of Charles E. Davidson and Joseph M. Jacobs is c/o Wexford Capital LP, 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401.
| (c) | Citizenship: |
| (i) | Reliance Investors LLC – Delaware |
| (ii) | Wexford Capital LP – Delaware |
| (iii) | Wexford GP LLC – Delaware |
| (iv) | Charles E. Davidson – United States |
| (v) | Joseph M. Jacobs – United States |
| (d) | Title of Class of Securities: |
Common Stock, $0.001 par value
| (e) | CUSIP Number: |
88822Q103
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A |
| (a) | £ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | £ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | £ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | £ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | £ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | £ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | £ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | £ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | £ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | £ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. [Information set forth below is on the basis of 29,037,435 shares of Class A common stock issued and outstanding as of August 3, 2017, as reported by the Issuer in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 7, 2017.]
(i) Reliance Investors LLC
| (a) | Amount beneficially owned: 2,327,646 |
| (b) | Percent of class: 8.02% |
| (c) | Number of shares to which the person has: 2,327,646 |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 2,327,646 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 2,327,646 |
(ii) Wexford Capital LP
| (a) | Amount beneficially owned: 2,327,646 |
| (b) | Percent of class: 8.02% |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 2,327,646 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 2,327,646 |
(iii) Wexford GP LLC
| (a) | Amount beneficially owned: 2,327,646 |
| (b) | Percent of class: 8.02% |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 2,327,646 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 2,327,646 |
(iv) Charles E. Davidson
| (a) | Amount beneficially owned: 2,327,646 |
| (b) | Percent of class: 8.02% |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 2,327,646 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 2,327,646 |
(v) Joseph M. Jacobs
| (a) | Amount beneficially owned: 2,327,646 |
| (b) | Percent of class: 8.02% |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 2,327,646 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 2,327,646 |
Wexford Capital LP (“Wexford Capital“) may, by reason of its status as manager of Reliance Investors LLC (“Reliance), be deemed to own beneficially the securities of which Reliance possesses beneficial ownership. Wexford GP LLC (“Wexford GP“) may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities of which Reliance possesses beneficial ownership. Each of Charles E. Davidson (“Davidson“) and Joseph M. Jacobs (“Jacobs“) may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities of which Reliance possesses beneficial ownership. Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by Reliance. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities owned by Reliance and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective interests in the members of Reliance.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person N/A. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A |
| Item 8. | Identification and Classification of Members of the Group N/A |
| Item 9. | Notice of Dissolution of Group N/A |
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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