Filing Details

This Amendment No. 1 (this "Amendment") modifies and supplements the 13G initially filed on August 14, 2017 (the "Statement"), with respect to the Class A common stock, $0.001 par value per share (the "Common Stock"), of Tiptree Inc., a Maryland corporation (the "Company"). Except to the extent supplemented by the information contained in this Amendment, the Statement, as amended as provided herein, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 4 should be deleted in its entirety and replaced with the following:

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  29,805,453 shares of Class A common stock issued and outstanding as of November 3, 2017, as reported by the Issuer in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2017.

(i) Reliance Investors LLC

(a)

Amount beneficially owned: 2,327,646

(b)

Percent of class: 7.81%

(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: 7.81%

(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: 7.81%

(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: 7.81%

(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: 7.81%

(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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: February 13, 2018