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CUSIP No. 88822Q103
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SCHEDULE 13D/A
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Page 2 of 5
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
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Michael Barnes
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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9,386,343 shares of Common Stock
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8
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SHARED VOTING POWER
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0 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
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9,386,343 shares of Common Stock
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10
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SHARED DISPOSITIVE POWER
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0 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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9,386,343 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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28.08% (See Item 5)
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14
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TYPE OF REPORTING PERSON
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HC, IN
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CUSIP No. 88822Q103
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SCHEDULE 13D/A
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Page 3 of 5
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SCHEDULE 13D
This Amendment No. 26 (“Amendment No. 26”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2010 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on July 10, 2012 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed with the SEC on January 3, 2013 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed with the SEC on July 3, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D filed with the SEC on January 3, 2014 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D filed with the SEC on May 7, 2014 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D filed with the SEC on August 7, 2014 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D filed with the SEC on September 4, 2014 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D filed with the SEC on November 5, 2014 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D filed with the SEC on December 8, 2014 (“Amendment No. 9”), Amendment No. 10 to the Original Schedule 13D filed with the SEC on January 5, 2015 (“Amendment No. 10”), Amendment No. 11 to the Original Schedule 13D filed with the SEC on August 18, 2015 (“Amendment No. 11”), Amendment No. 12 to the Original Schedule 13D filed with the SEC on September 4, 2015 (“Amendment No. 12”), Amendment No. 13 to the Original Schedule 13D filed with the SEC on May 13, 2016 (“Amendment No. 13”), Amendment No. 14 to the Original Schedule 13D filed with the SEC on June 23, 2016 (“Amendment No. 14”), Amendment No. 15 to the Original Schedule 13D filed with the SEC on June 7, 2017 (“Amendment No. 15”), Amendment No. 16 to the Original Schedule 13D filed with the SEC on December 20, 2017 (“Amendment No. 16”), Amendment No. 17 to the Original Schedule 13D filed with the SEC on April 12, 2018 (“Amendment No. 17”), Amendment No. 18 to the Original Schedule 13D filed with the SEC on February 22, 2019 (“Amendment No. 18”), Amendment No. 19 to the Original Schedule 13D filed with the SEC on March 15, 2019 (“Amendment No. 19”), Amendment No. 20 to the Original Schedule 13D filed with the SEC on April 8, 2019 (“Amendment No. 20”), Amendment No. 21 to the Original Schedule 13D filed with the SEC on May 8, 2019 (“Amendment No. 21”), Amendment No. 22 to the Original Schedule 13D filed with the SEC on August 7, 2019 (“Amendment No. 22”), Amendment No. 23 to the Original Schedule 13D filed with the SEC on March 17, 2020 (“Amendment No. 23”), Amendment No. 24 to the Original Schedule 13D filed with the SEC on August 10, 2020 (“Amendment No. 24”), Amendment No. 25 to the Original Schedule 13D filed with the SEC on March 12, 2021 (“Amendment No. 25” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24 and this Amendment No. 26, the “Schedule 13D”), with respect to the Common Stock, par value $0.001 per share (the “Common Stock” or “Tiptree Shares”), of Tiptree Inc., a Maryland corporation (the “Company” or
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CUSIP No. 88822Q103
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SCHEDULE 13D/A
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Page 4 of 5
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“Tiptree”). Capitalized terms used herein and not otherwise defined in this Amendment No. 26 have the meanings set forth in the Schedule 13D.
This Amendment No. 26 amends Items 4, 6 and 7 as set forth below.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended and restated in its entirety with the following:
Effective as of March 16, 2021, Michael Barnes entered into a trading plan (the “Trading Plan”), with Wells Fargo Advisors, LLC (“Broker”), pursuant to which Broker is authorized and directed to purchase on behalf of Michael Barnes a number of shares of Common Stock with an aggregate purchase price of up to $1,000,000, subject to satisfaction of certain conditions, including, among others, the trading price.
A copy of the Trading Plan is being filed as an exhibit hereto and the foregoing description of the Trading Plan is not complete and is qualified in its entirety by reference to the Trading Plan, which is referenced as Exhibit 1 to the Schedule 13D.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended and restated in its entirety with the following:
See Item 4 above for a description of the Trading Plan, which is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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CUSIP No. 88822Q103
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SCHEDULE 13D/A
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Page 5 of 5
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: March 16, 2021
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By:
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/s/ Michael Barnes
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Michael Barnes
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