13G Filing: Wexford Capital and Tiptree Inc. (TIPT)

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Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Reliance Investors 2,327,646 7 2,327,646 9 2,327,646 8.02%
Wexford Capital 0 2,327,646 0 2,327,646 2,327,646 8.02%
Wexford GP 0 2,327,646 0 2,327,646 2,327,646 8.02%
Charles E. Davidson 0 2,327,646 0 2,327,646 2,327,646 8.02%
Joseph M. Jacobs 0 2,327,646 0 2,327,646 2,327,646 8.02%

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Page 1 of 9 – SEC Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Tiptree Inc.
(Name of Issuer)
Class A Common Stock, $0.001par value
__________________________
(Title of Class of Securities)
88822Q103
_____________________________________________
(CUSIP Number)
August 10, 2017
(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)
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).

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Page 2 of 9 – SEC Filing

CUSIP NO. 88822Q103
13G
1
NAME OF REPORTING PERSON
Reliance Investors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  
(b)  
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
2,327,646
6
SHARED VOTING POWER
7
SOLE DISPOSITIVE POWER
2,327,646
8
SHARED DISPOSITIVE POWER
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,327,646
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
8.02%
12
TYPE OF REPORTING PERSON
OO

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Page 3 of 9 – SEC Filing

CUSIP NO. 88822Q103
13G
1
NAME OF REPORTING PERSON
Wexford Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  
(b)  
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,327,646
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,327,646
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,327,646
.
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
8.02%
12
TYPE OF REPORTING PERSON
PN

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Page 4 of 9 – SEC Filing

CUSIP NO. 88822Q103
13G
1
NAME OF REPORTING PERSON
Wexford GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  
(b)  
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,327,646
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,327,646
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,327,646
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
8.02%
12
TYPE OF REPORTING PERSON
OO

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Page 5 of 9 – SEC Filing

CUSIP NO. 88822Q103
13G
1
NAME OF REPORTING PERSON
Charles E. Davidson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  
(b)  
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,327,646
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,327,646
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,327,646
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
8.02%
12
TYPE OF REPORTING PERSON
IN

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Page 6 of 9 – SEC Filing

CUSIP NO.  88822Q103
13G
1
NAME OF REPORTING PERSON
Joseph M. Jacobs
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  
(b)  
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,327,646
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,327,646
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,327,646
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
8.02%
12
TYPE OF REPORTING PERSON
IN

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Page 7 of 9 – SEC Filing

The Reporting Persons named in Item 2 below are hereby jointly filing this Schedule 13G (this “Statement“) because due to certain affiliates and relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own the same securities directly acquired from the Issuer named in Item 1 below by one of the  Reporting Persons.  In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act“), the reporting persons named in Item 2 below have executed a written agreement relating to the joint filing of this Schedule 13G (the “Joint Filing Agreement“), a copy of which is annexed hereto as Exhibit 99.1.
Item 1.
(a)
Name of Issuer:
Tiptree Inc.
(b)
Address of Issuer’s Principal Executive Offices:
780 Third Avenue, 21st Floor,
New York, New York
Item 2.
(a)
Name of Persons Filing (collectively, the “Reporting Persons“):
(i)
Reliance Investors LLC
(ii)
Wexford Capital LP
(iii)
Wexford GP LLC
(iv)
Charles E. Davidson
(v)
Joseph M. Jacobs
(b)
Address of Principal Business Office, or, if none, Residence of Reporting Persons:
The address of the principal business office of Reliance Investors LLC, Wexford Capital LP and Wexford GP LLC is c/o Wexford Capital LP, 411 West Putnam Avenue, Suite 125, Greenwich, CT 06830 and 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401. The address of the principal business office of Charles E. Davidson and Joseph M. Jacobs is c/o Wexford Capital LP, 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401.
(c)
Citizenship:
(i)
Reliance Investors LLC – Delaware
(ii)
Wexford Capital LP – Delaware
(iii)
Wexford GP LLC  – Delaware
(iv)
Charles E. Davidson – United States
(v)
Joseph M. Jacobs – United States
(d)
Title of Class of Securities:
Common Stock, $0.001 par value
(e)
CUSIP Number:
 88822Q103
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A
(a)  £ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)  £ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)  £ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)  £ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)  £ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)  £ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)  £ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)  £ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)  £ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)  £ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. [Information set forth below is on the basis of  29,037,435 shares of Class A common stock issued and outstanding as of August 3, 2017, as reported by the Issuer in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 7, 2017.]
(i) Reliance Investors LLC
(a)
Amount beneficially owned: 2,327,646
(b)
Percent of class: 8.02%
(c)
Number of shares to which the person has: 2,327,646
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,327,646
(iii)
Sole power to dispose or to direct the disposition of: 0
       (iv)
Shared power to dispose or to direct the disposition of:  2,327,646
(ii) Wexford Capital LP
(a)
Amount beneficially owned: 2,327,646
(b)
Percent of class: 8.02%
(c)
Number of shares to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,327,646
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 2,327,646
(iii) Wexford GP LLC
(a)
Amount beneficially owned: 2,327,646
(b)
Percent of class: 8.02%
(c)
Number of shares to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,327,646
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 2,327,646
(iv) Charles E. Davidson
(a)
Amount beneficially owned: 2,327,646
(b)
Percent of class: 8.02%
(c)
Number of shares to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,327,646
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 2,327,646
(v) Joseph M. Jacobs
(a)
Amount beneficially owned: 2,327,646
(b)
Percent of class: 8.02%
(c)
Number of shares to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,327,646
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 2,327,646
Wexford Capital LP (“Wexford Capital“) may, by reason of its status as manager of Reliance Investors LLC (“Reliance), be deemed to own beneficially the securities of which Reliance possesses beneficial ownership. Wexford GP LLC (“Wexford GP“) may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities of which Reliance possesses beneficial ownership. Each of Charles E. Davidson (“Davidson“) and Joseph M. Jacobs (“Jacobs“) may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities of which Reliance possesses beneficial ownership. Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by Reliance.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities owned by Reliance and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective interests in the members of Reliance.
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  .
Item 6.
Ownership of More than Five Percent on Behalf of Another Person N/A.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A
Item 8.
Identification and Classification of Members of the Group N/A
Item 9.
Notice of Dissolution of Group N/A
Item 10.
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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Page 8 of 9 – SEC Filing

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.
DATED: August 14, 2017 
RELIANCE INVESTORS LLC
By:
/s/ Arthur Amron
Nam
Arthur Amron
Title:
Vice President and Assistant Secretary
WEXFORD CAPITAL LP
By:
Wexford GP LLC, its General Partner
By:
/s/ Arthur Amron
Name
Arthur Amron
Title:
Vice President and Assistant Secretary
WEXFORD GP LLC
By:
/s/ Arthur Amron
Name
Arthur Amron
Title:
Vice President and Assistant Secretary
/s/ Joseph M. Jacobs
 JOSEPH M. JACOBS
/s/ Charles E. Davidson
 CHARLES E. DAVIDSON

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Page 9 of 9 – SEC Filing

EXHIBIT 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Tiptree Inc.
DATED August 14, 2017   
RELIANCE INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur Amron
Title:
Vice President and Assistant Secretary
WEXFORD CAPITAL LP
By:
Wexford GP LLC, its General Partner
By:
/s/ Arthur Amron
Name:
Arthur Amron
Title:
Vice President and Assistant Secretary
WEXFORD GP LLC
By:
/s/ Arthur Amron
Name:
Arthur Amron
Title:
Vice President and Assistant Secretary
/s/ Joseph M. Jacobs
 JOSEPH M. JACOBS
/s/ Charles E. Davidson
 CHARLES E. DAVIDSON

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