Tiptree Inc.

11/01/2024 | Press release | Distributed by Public on 11/01/2024 14:03

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Barnes Michael Gene
2. Issuer Name and Ticker or Trading Symbol
TIPTREE INC. [TIPT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O TIPTREE INC., 660 STEAMBOAT ROAD, FL 2 		3. Date of Earliest Transaction (Month/Day/Year)
10/30/2024
(Street)
GREENWICH, CT 06830 		4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/30/2024 M 200,000 A (1) 9,902,095 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Units 2021 (2) 10/30/2024 M 200,000 (2) (2) Common Stock 200,000 $ 0 1,200,000 D
Performance Restricted Stock Units 2024 (3) (3) (3) Common Stock 550,000 550,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barnes Michael Gene
C/O TIPTREE INC.
660 STEAMBOAT ROAD, FL 2
GREENWICH, CT 06830 		X X Executive Chairman

Signatures

/s/ Neil C. Rifkind, as Attorney-in-fact for Michael Barnes 11/01/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The acquisition of the common stock resulted from the vesting of an equal number of performance restricted stock units ("PRSUs") upon achieving the $20 Tiptree Inc. ("Tiptree") share price target milestone (adjusted for dividends paid).
(2) These PRSUs were granted to the Reporting Person on August 4, 2021. Each PRSU will vest upon Tiptree achieving each of three Tiptree share price target milestones, based on the average of the thirty (30) trading day closing stock price, ranging from $30 to $60 (adjusted for dividends paid) prior to the tenth anniversary of the date of grant, subject to the Reporting Person's continued employment with Tiptree. Each PRSU represents a contingent right to receive one share of Tiptree common stock. Any unvested PRSUs shall expire on August 4, 2031.
(3) These PRSUs were granted to the Reporting Person on January 1, 2024. Each PRSU represents a contingent right to receive one share of Tiptree common stock. The PRSUs will vest upon Tiptree achieving a share price target milestone based on the average of the thirty (30) trading day closing stock price of $70 (adjusted for dividends paid) prior to the 10th anniversary of the grant date, subject to the Reporting Person's continued employment with Tiptree. Any unvested PRSUs shall expire on January 1, 2034.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.