Initial Statement of Beneficial Ownership (3)
April 03 2023 - 12:37PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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McKinney Scott T. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/31/2023
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3. Issuer Name and Ticker or Trading Symbol
TIPTREE INC. [TIPT]
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(Last)
(First)
(Middle)
C/O TIPTREE INC., 660 STEAMBOAT ROAD, 2ND FL. |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Financial Officer / |
(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 55194 | D | |
Common Stock | 168 | 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. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Restricted Stock Units | (1) | (1) | Common Stock | 350000.0 | (1) | D | |
Restricted Stock Units | (2) | (2) | Common Stock | 30846.0 | $0.0 | D | |
Explanation of Responses: |
(1) | The Reporting Person was granted performance restricted stock units (PRSUs) on October 14, 2022. Each PRSU represents a contingent right to receive one share of Tiptree Inc. ("Tiptree") Common Stock. The PRSUs will vest upon Tiptree achieving each of four Tiptree share price target milestones, based on the average of the thirty (30) trading day closing stock price, ranging from $20 to $60 (adjusted for dividends paid) prior to August 4, 2031, 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. |
(2) | The Reporting Person was granted 7,868 matching restricted stock units (RSUs) on February 17, 2022 and 7,555 matching RSUs on February 22, 2023. Each grant represents the right to receive 2 shares of the Issuer's Common Stock for each RSU, pursuant to the Issuer's Equity Plan. The RSUs will cliff vest on each of February 20, 2025 and February 20, 2026, respectively, upon continuous employment from the grant date until such date, subject to certain terms contained in the Reporting Person's award agreement. |
Remarks: Company Share Price Target*----Number of PRSUs that Vest-----Determination Period $20---------------------------50,000-----------------------1st Determination Period: Not later than August 4, 2025 $30---------------------------75,000-----------------------2nd Determination Period: Not later than August 4, 2027 $45---------------------------100,000----------------------3rd Determination Period: Not later than August 4, 2029 $60---------------------------125,000----------------------Final Determination Period: Not later than August 4, 2031
Attached Power of Attorney filed as Exhibit 24. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McKinney Scott T. C/O TIPTREE INC. 660 STEAMBOAT ROAD, 2ND FL. GREENWICH, CT 06830 |
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| Chief Financial Officer |
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Signatures
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/s/ Neil C. Rifkind, Attorney-in-Fact for Scott T. McKinney | | 4/3/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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