Tiptree Inc.

08/08/2022 | Press release | Distributed by Public on 08/08/2022 07:22

Initial Registration Statement for Employee Benefit Plan - Form S-8

Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TIPTREE INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 38-3754322
(State or Other Jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
299 Park Avenue 13th Floor New York, NY 10171
(Address of Principal Executive Offices) (Zip Code)
Tiptree Inc. 2017 Omnibus Incentive Plan*
(Full Title of the Plan)

*See explanatory notes below

Neil C. Rifkind, Esq.
Vice President, General Counsel and Secretary
Tiptree Inc.
299 Park Avenue, 13th Floor, New York, NY 10171
(212) 446-1400
(Name, Address and Telephone Number of Agent for Service)
Please send copies of all communications to:
Michael R. Littenberg, Esq.
William J. Michener, Esq.
Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 (212) 596-9000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer x
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐




EXPLANATORY NOTES
On June 19, 2017, Tiptree Inc. (the "Company" or "Registrant") registered 6,100,000 shares of its common stock, par value $0.001 per share ("Common Stock"), to be offered or sold to participants under the Tiptree Inc. 2017 Omnibus Incentive Plan (the "2017 Plan") pursuant to its Registration Statement on Form S-8 (File No. 333-218827) (the "Prior Registration Statement"). Pursuant to General Instruction E on Form S-8, the contents of the Prior Registration Statement are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.
On April 5, 2022, the Company's Board of Directors approved, subject to stockholder approval, an amendment to the 2017 Plan (the "Amendment") to increase the number of shares of the Company's Common Stock available for awards thereunder by an additional 4,000,000 shares. On June 7, 2022, the Company's stockholders approved the Amendment. This Registration Statement on Form S-8 is being filed in order to register the 4,000,000 additional shares of Common Stock, which may be offered or sold to participants under the 2017 Plan as a result of the Amendment.


Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this Registration Statement:
Exhibit No.
Document
4.1
4.2
3.3
4.1
5.1*
Opinion of Venable LLP.
23.1*
Consent of Independent Registered Public Accounting Firm.
23.2*
Consent of Venable LLP (included in Exhibit 5).
24.1*
Powers of Attorney (included as part of the signature page of the Registration Statement)
99.1
99.2
107*
Filing Fee Table.
* Filed herewith

1


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 8th day of August, 2022.
Tiptree Inc.
(the Registrant)
By:
/s/ Jonathan Ilany
Jonathan Ilany
Chief Executive Officer
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby appoint Jonathan Ilany, Sandra Bell and Neil C. Rifkind, and each of them, as their attorneys-in-fact, with full power of substitution, to execute in their names and on behalf of the Registrant and each such person, individually and in each capacity stated below, one or more amendments (including post-effective amendments) to this Registration Statement as the attorney-in-fact acting on the premise shall from time to time deem appropriate and to file any such amendment to this Registration Statement with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated, on the 8th day of August, 2022.
Signature
Title
Date
/s/ Michael G. Barnes
Michael G. Barnes
Executive Chairman and Director
August 8, 2022
/s/ Jonathan Ilany
Jonathan Ilany
Chief Executive Officer and Director (Principal Executive Officer)
August 8, 2022
/s/ Randy Maultsby
Randy Maultsby
President and Director August 8, 2022
/s/ Sandra Bell
Sandra Bell
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
August 8, 2022
/s/ Paul M. Friedman
Paul M. Friedman

Director
August 8, 2022
/s/ Lesley Goldwasser
Lesley Goldwasser
Director
August 8, 2022
/s/ Bradley E. Smith
Bradley E. Smith
Director
August 8, 2022
/s/ Dominique Mielle
Dominique Mielle
Director
August 8, 2022