Statement of Changes in Beneficial Ownership (4)
August 05 2021 - 2:21PM
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)
8/4/2021 |
(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 | | | | | | | | 17863 | D | |
Common Stock | | | | | | | | 144019 | I | By IRA |
Common Stock | | | | | | | | 34400 | I | By 401K |
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 |
Performance Restricted Stock Units | (1) | 8/4/2021 | | A | | 1500000 | | (1) | (1) | Common Stock | 1500000.0 | $0 | 1500000 | D | |
Explanation of Responses: |
(1) | Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of Tiptree Inc. ("Tiptree") common stock. The PRSUs will vest upon Tiptree achieving each of five Tiptree share price target milestones, based on the average of the thirty (30) trading day closing stock price, ranging from $15 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. Any unvested PRSUs shall expire on August 4, 2031. See the Remarks below for the share price target milestones. |
Remarks: Company Share Price Target*----Number of PRSUs that Vest-----Determination Period $15----------------------------100,000-----------------------1st Determination Period: Not later than August 4, 2023 $20----------------------------200,000-----------------------2nd Determination Period: Not later than August 4, 2025 $30----------------------------300,000-----------------------3rd Determination Period: Not later than August 4, 2027 $45----------------------------400,000-----------------------4th Determination Period: Not later than August 4, 2029 $60----------------------------500,000-----------------------Final Determination Period: Not later than August 4, 2031 |
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 | | 8/5/2021 |
**Signature of Reporting Person | Date |
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