09/12/2025 | Press release | Distributed by Public on 09/12/2025 14:44
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
January 2016 Stock Option(6) | $5.67 | 09/12/2025 | M | 46,494 | 01/04/2021(7) | 01/04/2026 | Common Stock | 46,494 | $5.67 | 0 | D | ||||
March 2016 Stock Option(8) | $5.87 | 09/12/2025 | M | 4,649 | 03/10/2021(9) | 03/10/2026 | Common Stock | 4,649 | $5.87 | 0 | D | ||||
February 2017 Stock Option(10) | $6.65 | 09/12/2025 | M | 112,015 | 02/22/2022(11) | 02/22/2027 | Common Stock | 112,015 | $6.65 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Barnes Michael Gene C/O TIPTREE INC. 660 STEAMBOAT ROAD GREENWICH, CT 06830 |
X | X | Executive Chairman |
/s/ Neil C. Rifkind, as Attorney-in-fact for Michael Barnes | 09/12/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | The transactions reported above in Table I reflect the cashless exercise of stock options. The cashless exercise for the options is reported in two lines. The lines coded M in column 3 of Table I report in column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The lines coded F in column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with Code D for disposed. |
(2) | Reflects 10,343 shares withheld by the Issuer at the market price of $25.49 per share less an exercise price of $5.67 per share to fund the cashless exercise of 46,494 options. |
(3) | Represents the closing stock price as of the transaction date. |
(4) | Reflects 1,071 shares withheld by the Issuer at the market price of $25.49 per share less an exercise price of $5.87 per share to fund the cashless exercise of 4,649 options. |
(5) | Reflects 29,224 shares withheld by the Issuer at the market price of $25.49 per share less an exercise price of $6.65 per share to fund the cashless exercise of 112,015 options. |
(6) | On January 4, 2016, the Reporting Person was granted non-qualified stock options to purchase 46,494 shares of common stock of the Registrant at $5.67 per share, subject to the terms of a Stock Option Agreement. |
(7) | The option shares are fully vested and exercisable as of January 4, 2021. |
(8) | On March 10, 2016, the Reporting Person was granted non-qualified stock options to purchase 4,649 shares of common stock of the Registrant at $5.87 per share, subject to the terms of a Stock Option Agreement. |
(9) | The option shares are fully vested and exercisable as of March 10, 2021. |
(10) | On February 22, 2017, the Reporting Person was granted non-qualified stock options to purchase 112,015 shares of common stock of the Registrant at $6.65 per share, subject to the terms of a Stock Option Agreement. |
(11) | The option shares are fully vested and exercisable as of February 22, 2022. |