Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Mascherin Walter P.	2. Issuer Name and Ticker or Trading Symbol Fortegra Financial Corp [ FRF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) EVP, Chief Financial Officer
(Last)          (First)          (Middle) C/O FORTEGRA FINANCIAL CORPORATION, 10151 DEERWOOD PK BLVD BLDG 100 STE 330	3. Date of Earliest Transaction (MM/DD/YYYY) 12/4/2014
(Street) JACKSONVILLE, FL 32256 (City)        (State)        (Zip)	4. 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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	12/4/2014		D		14869   (1) (2)	D	(3)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Option, Right to Buy 1/1/2013	$8.89	12/4/2014		A		18982		(4)	1/1/2023	Common Stock	18982	$0	18982	D
Option, Right to Buy 1/1/2013	$8.89	12/4/2014		D			18982	(4)	1/1/2023	Common Stock	18982	$1.11   (4)	0	D
Option, Right to Buy 7/1/2011	$7.84	12/4/2014		D			15000	(5)	7/1/2021	Common Stock	15000	$2.16   (5)	0	D
Option, Right to Buy 7/1/2012	$8.00	12/4/2014		D			20000	(6)	7/1/2022	Common Stock	20000	$2.00   (6)	0	D
Option, Right to Buy 9/1/2013	$7.62	12/4/2014		D			7500	(7)	9/1/2023	Common Stock	7500	$2.38   (7)	0	D

Explanation of Responses:
( 1)	Includes shares acquired under the Company's Employee Stock Purchase Plan between December 2012 and July 2014.
( 2)	Takes into account 132 shares originally withheld by the Company to satisfy tax withholding obligations in connection with the July 1, 2011 grant and takes into account 221 shares originally withheld by the Company to satisfy withholding obligations in connection with the July 1, 2012 grant, but for which Forms 4 were not filed at the time of the withholding.
( 3)	Shares of Common Stock were disposed of in exchange for the right to receive $10.00 per share in cash pursuant to the Agreement and Plan of Merger by and among Tiptree Operating Company, LLC, Caroline Holdings LLC, Caroline Merger Sub, Inc., and Fortegra Financial Corporation (the "Merger Agreement").
( 4)	On January1, 2013, the reporting person was granted an option to purchase 18,982 shares of Common Stock. These stock options provided for vesting upon the Company's satisfaction of performance goals on or before December 31, 2015 for (i) revenue (Compound Annual Growth Rate), (ii) profitable growth (Net Income) and (iii) earnings (Return on Average Equity). These performance metrics were equally weighted such that achievement of any one target would result in the vesting of one-third of the total equity award. These performance-based stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These performance-based stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement.
( 5)	These stock options, which are currently exercisable, were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement.
( 6)	These stock options provided for vesting one-third when the Compensation Committee of the Board determines that the Company has achieved annual Adjusted EBITDA of $46,000,000 and the remainder on each of the two anniversaries of such determination. These stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the Merger on December 4, 2014, in accordance with the terms of the Merger Agreement.
( 7)	These stock options provided for vesting in equal installments on each of the first four anniversaries of the grant date. These stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mascherin Walter P. C/O FORTEGRA FINANCIAL CORPORATION 10151 DEERWOOD PK BLVD BLDG 100 STE 330 JACKSONVILLE, FL 32256			EVP, Chief Financial Officer

Signatures
/s/ Christopher D. Romaine, attorney in fact		12/4/2014
** 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 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).
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