Sec Form 13G Filing - NOMURA HOLDINGS INC filing for TIPTREE INC. (TIPT) - 2017-07-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 88822Q103

13G

1.

Names of Reporting Persons
Nomura Holdings, Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Japan

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,273,701(1)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,273,701(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,273,701

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

Not applicable

11.

Percent of Class Represented by Amount in Row (9)
4.39%

12.

Type of Reporting Person (See Instructions)
HC

CUSIP No. 88822Q103

13G

1.

Names of Reporting Persons
Nomura Securities Co. Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Japan

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,273,701

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,273,701

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,273,701

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

Not applicable

11.

Percent of Class Represented by Amount in Row (9)
4.39%

12.

Type of Reporting Person (See Instructions)
FI

CUSIP No. 88822Q103

13G

Item 1.

(a)

Name of Issuer:
Tiptree Inc.

(b)

Address of Issuer’s Principal Executive Offices:
780 Third Avenue, 21st Floor

New York, NY 10017

Item 2.

(a)

Name of Person(s) Filing:
Nomura Holdings, Inc.

Nomura Securities Co. Ltd.

(b)

Address of Principal Business Office or, if none, Residence:
Nomura Holdings, Inc.

1-9-1 Nihonbashi, Chuo-ku, Tokyo 103-8645, Japan

Nomura Securities Co. Ltd.

1-9-1 Nihonbashi, Chuo-ku, Tokyo 103-8645, Japan

(c)

Citizenship:
Nomura Holdings, Inc.

Japan

Nomura Securities Co. Ltd.

Japan

(d)

Title of Class of Securities:
Class A Common Stock, par value $0.001 per share

(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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

CUSIP No. 88822Q103

13G

Item 4.

Ownership.

Items 5-11 of the co ver page are incorporated by reference

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  x

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 or Control Person.

See Exhibit B

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

CUSIP No. 88822Q103

13G

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.

Nomura Holdings, Inc.

/s/ Yutaka Nakajima

Yutaka Nakajima

Title: Senior Managing Director

Nomura Securities Co. Ltd.

/s/ Masafumi Nakaguchi

Masafumi Nakaguchi

Title: Managing Director

CUSIP No. 88822Q103

13G

Exhibit

Exhibit

A

Joint Filing Agreement

B

Subsidiaries

CUSIP No. 88822Q103

13G

Nomura Holdings, Inc.

/s/ Yutaka Nakajima

Yutaka Nakajima

Title: Senior Managing Director

Nomura Securities Co. Ltd.

/s/ Masafumi Nakaguchi

Masafumi Nakaguchi

Title: Managing Director

CUSIP No. 88822Q103

13G