Statement of Changes in Beneficial Ownership (4)
February 21 2020 - 5:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Ilany Jonathan |
2. Issuer Name and Ticker or Trading Symbol
TIPTREE INC.
[
TIPT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O TIPTREE INC., 299 PARK AVENUE, 13TH FL. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2020 |
(Street)
NEW YORK, NY 10171
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Employee Stock Option (1) | $7.25 | 2/20/2020 | | A | | 255166 | | (2) | 2/20/2030 (3) | Common Stock | 255166.0 | $0 | 255166 | D | |
Explanation of Responses: |
(1) | The Reporting Person was granted non-qualified stock options to purchase 255,166 shares of common stock of the Registrant, subject to the terms of a Stock Option Agreement between the Registrant and the Reporting person (the "Stock Option Agreement"). |
(2) | Exercise of the Stock Option is subject to both (1) a time-based vesting requirement with one-third vesting each of February 20, 2023, 2024 and 2025 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 Common Stock, that exceeds the per share book value on an as exchanged basis as of December 31, 2019 (as reported in the Registrant's filings with the Securities and Exchange Commission). |
(3) | The Stock Option will expire on the earlier of (1) February 20, 2030 and (2) the date of the termination of the Reporting Person's service with the Registrant for Cause (as defined in the Stock Option Agreement) or the Reporting Person's voluntary termination of service with the Registrant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ilany Jonathan C/O TIPTREE INC. 299 PARK AVENUE, 13TH FL. NEW YORK, NY 10171 | X |
| Chief Executive Officer |
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Signatures
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/s/ Neil C. Rifkind as Attorney-in-Fact for Jonathan Ilany | | 2/21/2020 |
**Signature of Reporting Person | Date |
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