TIPTREE INC. (NASDAQ:TIPT) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02
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Unregistered Sales of Equity Securities
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exercised an option, granted on June 12, 2007, to purchase
540,000 common units of Tiptree Financial Partners, L.P. (TFP) at
$15.00 per common unit (the Tricadia Option). The Tricadia Option
provides that TFP can, at its option, deliver shares of Class A
common stock of Tiptree Inc. (the Company) on an as exchanged
basis of 2.798 shares of Class A common stock for each TFP common
unit.
delivered 1,510,920 shares of the Companys Class A common stock,
which were held by a subsidiary of the Company, to Tricadia for
total consideration of approximately $8.1 million in a
transaction that was exempt from registration under the
Securities Act of 1933, as amended, to Section 4(a)(2)
thereunder.
stock of the Company outstanding (including 4,985,543 shares of
Class A common stock of the Company that are outstanding and held
by one of our subsidiaries) and 8,049,029 shares of Class B
common stock of the Company outstanding.
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Item 7.01
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Regulation FD Disclosure.
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ended March 31, 2017.
presentation dated June 2017 on the Investor Resources section of
www.tiptreeinc.com. The presentation is furnished as Exhibit 99.2
to this Form 8-K and incorporated herein by reference. Tiptrees
website is not intended to function as a hyperlink, and the
information contained on such website is not a part of this Form
8-K.
including the information contained in Exhibit 99.1 shall not be
deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities under that Section. Furthermore, the
information in Item 7.01 of this Current Report on Form 8-K,
including the information contained in Exhibit 99.1 shall not be
deemed to be incorporated by reference into the filings of the
Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
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Item 8.01
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Other Events.
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8-K/A filed on May 10, 2017, following the filing of the Companys
Annual Report on Form 10-K for the fiscal year ended December 31,
2016 (the 2016 10-K), certain immaterial errors were identified
in the financial statements and related disclosures in the 2016
10-K. On June 6, 2017, the Company completed its process of
evaluating the impact of the immaterial errors on internal
control over financial reporting as of December 31, 2016 and
concluded that the Companys internal control over financial
reporting as of December 31, 2016 was effective.
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Item 9.01
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Financial Statements and Exhibits.
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About TIPTREE INC. (NASDAQ:TIPT)
Tiptree Inc., formerly Tiptree Financial Inc., is a diversified holding company that acquires and manages controlling interests of operating businesses. The Company conducts its operations through Tiptree Operating Company, LLC (the Operating Company). It operates through five segments: insurance and insurance services, specialty finance, real estate, asset management, and corporate and other. The insurance and insurance services segment operates through Fortegra Financial Corporation. The specialty finance segment operates through Siena Capital Finance LLC and Luxury Mortgage Corp. The real estate segment operates through Care LLC. The asset management segment operations include Telos Asset Management’s management of collateralized loan obligations and Muni Capital Management’s management of Non-Profit Preferred Funding Trust I. The corporate and other segment operations include Tiptree Direct Holdings LLC (TDH) and Muni Funding Company of America LLC (MFCA).