UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
TIPTREE FINANCIAL INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
88822Q103
(CUSIP Number)
July 1, 2013
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. 88822Q103 | Page 1 of 6 |
| 1 | NAMES OF REPORTING PERSONS
Carlyle Investment Management L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
672,306 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
672,306 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
672,306 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) | |||||
SCHEDULE 13G
| CUSIP No. 88822Q103 | Page 2 of 6 |
| 1 | NAMES OF REPORTING PERSONS
Carlyle Multi-Strategy Master Fund Liquidating Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
672,306 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
672,306 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
672,306 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON
OO (Trust) | |||||
SCHEDULE 13G
| CUSIP No. 88822Q103 | Page 3 of 6 |
| ITEM 1. | (a) Name of Issuer: |
Tiptree Financial Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
780 Third Avenue, 21st Floor
New York, NY 10017
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Carlyle Investment Management L.L.C.
Carlyle Multi-Strategy Master Fund Liquidating Trust (the “Trust”)
(b) Address or Principal Business Office:
The address for each of the Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.
(c) Citizenship of each Reporting Person is:
Each of the Reporting Persons is organized in the state of Delaware.
(d) Title of Class of Securities:
Class A Common stock, $0.001 par value per share (“Common Stock”)
(e) CUSIP Number:
88822Q103
| ITEM 3. |
Not applicable.
SCHEDULE 13G
| CUSIP No. 88822Q103 | Page 4 of 6 |
| ITEM 4. | Ownership |
Ownership (a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2013, based upon 10,266,853 shares of the Issuer’s Common Stock outstanding as of November 12, 2013.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Carlyle Investment Management L.L.C. |
672,306 | 6.5 | % | 0 | 672,306 | 0 | 672,306 | |||||||||||||||||
| Carlyle Multi-Strategy Master Fund Liquidating Trust |
672,306 | 6.5 | % | 0 | 672,306 | 0 | 672,306 | |||||||||||||||||
The Trust is the record holder of 672,306 shares of the Issuer’s Common Stock. Carlyle Investment Management L.L.C. serves as the investment advisor for the Trust and has voting and investment power over the shares of Common Stock held of record by the Trust.
| ITEM 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group |
Not applicable.
SCHEDULE 13G
| CUSIP No. 88822Q103 | Page 5 of 6 |
| ITEM 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SCHEDULE 13G
| CUSIP No. 88822Q103 | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2014
| CARLYLE MULTI-STRATEGY MASTER FUND LIQUIDATING TRUST | ||
| By: Carlyle Investment Management L.L.C., its investment manager | ||
| By: TC Group, L.L.C., its managing member | ||
| By: Carlyle Holdings I L.P., its managing member | ||
| By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
| Name: | Daniel D’Aniello | |
| Title: | Chairman | |
| CARLYLE INVESTMENT MANAGEMENT L.L.C. | ||
| By: TC Group, L.L.C., its managing member | ||
| By: Carlyle Holdings I L.P., its managing member | ||
| By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
| Name: | Daniel D’Aniello | |
| Title: | Chairman | |
SCHEDULE 13G
| CUSIP No. 88822Q103 | Page 7 of 6 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 24 |
Power of Attorney | |
| 99 |
Joint Filing Agreement | |