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Filing Details

Accession Number:: 0000903423-16-001115
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-06-27 17:10:15
Reporting Period:: 2016-06-23

Filing Date:: 2016-06-27
Accepted Time:: 2016-06-27 17:10:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1393726	Tiptree Financial Inc.	TIPT	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes
1433038	Tpg Advisors Vi, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes
1634024	Tpg Advisors Vi-Aiv, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2016-06-23	5,596,000	$6.50	0	No	4	S	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Explanation of Responses

Footnotes

David Bonderman and James G. Coulter are officers and sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors"), (ii) TPG Advisors VI, Inc. ("Advisors VI") and (iii) TPG Advisors VI-AIV, Inc. ("Advisors VI-AIV" and, together with Group Advisors, Advisors VI and Messrs. Bonderman and Coulter, the "Reporting Persons").
Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole shareholder of TPG GenPar VI AIV Advisors, Inc., which is the general partner of TPG GenPar VI-AIV, L.P. ("GenPar VI-AIV"), which is the general partner of TPG Prosight, L.P., which is the general partner of TPG PS 1, L.P., which is a shareholder of Prosight Global Holdings Limited ("PGHL").
GenPar VI-AIV is the general partner of TPG VI DFI AIV I, L.P., which is the general partner of TPG PS 2, L.P., which is a shareholder of PGHL. GenPar VI-AIV is the general partner of TPG VI DFI AIV II, L.P., which is the general partner of TPG PS 3, L.P., which is a shareholder of PGHL.
Advisors VI is the general partner of Prosight TPG, L.P., which is a shareholder of PGHL. Advisors VI-AIV is the general partner of TPG PS 4, L.P., which is a shareholder of PGHL.
Indirect subsidiaries (the "PGI Subsidiaries") of PGHL acquired on August 5, 2014 in aggregate the 5,596,000 shares (the "Shares") of Common Stock of Tiptree Financial Inc. (the "Issuer") whose disposition is reported herein. Because of each of Group Advisors', Advisors VI's and Advisors VI-AIV's relationship to the PGI Subsidiaries, each of Group Advisors, Advisors VI and Advisors VI-AIV may have been deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to have beneficially owned the Shares directly held by the PGI Subsidiaries. Each of Group Advisors, Advisors VI and Advisors VI-AIV disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein.
David Bonderman and James G. Coulter are officers and sole shareholders of Group Advisors, Advisors VI and Advisors VI-AIV, and so therefore may have been deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to have beneficially owned the Shares held by the PGI Subsidiaries. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Pursuant to the Stock Purchase Agreement, dated as of June 23, 2016 (the "Purchase Agreement"), by and among the Issuer, Caroline Holdings LLC (the "Buyer"), the PGI Subsidiaries and ProSight Specialty Insurance Group, Inc., the PGI Subsidiaries sold to the Buyer and the Buyer purchased from the PGI Subsidiaries the Shares for an aggregate purchase price of $36,374,000.