Statement of Changes in Beneficial Ownership (4)
February 21 2020 - 5:14PM
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
*
Barnes Michael Gene |
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 __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman |
(Last)
(First)
(Middle)
C/O TIPTREE INC., 299 PARK AVENUE, 13TH FLOOR |
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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Common Stock | 2/20/2020 | | A | | 85055 (1) | A | $0 | 8152774 | D | |
Common Stock | | | | | | | | 109736 | I (2) | By: Corvid Peak Holdings, L.P. |
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 (3) | $7.25 | 2/20/2020 | | A | | 170111 | | (4) | 2/20/2030 (5) | Common Stock | 170111.0 | $0 | 170111 | D | |
Explanation of Responses: |
(1) | The Reporting Person was granted restricted stock units, which represent the right to receive shares of the Issuer's Common Stock, pursuant to the Issuer's Equity Plan. The restricted stock units will cliff vest on February 15, 2023 upon continuous employment from the grant date until such date, subject to certain terms contained in the Reporting Person's award agreement. |
(2) | The reporting person is a principal of Corvid Peak Holdings, L.P. ("Corvid Peak"). The number of shares reflects a total which is greater than the Reporting Person's pecuniary interest. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. |
(3) | The Reporting Person was granted non-qualified stock options to purchase 170,111 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"). |
(4) | 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). |
(5) | The Stock Option will expire on the earlier of (1) February 20, 2030 and (2) the date of the termination of Michael Barnes's service with the Registrant for Cause (as defined in the Stock Option Agreement) or Michael Barnes's voluntary termination of service with the Registrant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Barnes Michael Gene C/O TIPTREE INC. 299 PARK AVENUE, 13TH FLOOR NEW YORK, NY 10171 | X | X | Executive Chairman |
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Signatures
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/s/ Neil C. Rifkind, as Attorney-in-fact for Michael Barnes | | 2/21/2020 |
**Signature of Reporting Person | Date |
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