SECURITIES AND EXCHANGE COMMISSION,

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.88822Q103

(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
1,134,762

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
1,134,762

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,762

(10)

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

(11)

Percent of Class Represented by Amount in Row (9)
5.22%

(12)

Type of Reporting Person (See Instructions)
FI

CUSIP No.88822Q103

(1)

Names of Reporting Persons
Nomura Holdings, Inc.

(2)

Check the Appropriate Box if a Member of a Group

(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
1,134,762

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
1,134,762

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,762

(10)

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

(11)

Percent of Class Represented by Amount in Row (9)
5.22%

(12)

Type of Reporting Person (See Instructions)
HC

EXPLANATORY NOTE

The Reporting Persons filed an initial Schedule 13G with respect to the Issuer on February 14, 2014. The Reporting Persons are filing this Amendment No. 1 to reflect a change in the percentage of the shares of the Issuer’s Class A common stock previously reported as beneficially owned by the Reporting Persons, solely as a result of an increase in the number of shares of the Issuer’s Class A common stock outstanding as of August 12, 2014, as reported by the Issuer on a Form 10-Q filed on August 12, 2014.

Item 1(a)

Name of Issuer:
Tiptree Financial Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:
780 Third Avenue, 21st Floor, New York, New York 10017

Item 2(a)

Name of Person Filing:
Nomura Securities Co., Ltd

Nomura Holdings, Inc.

2(b)

Address or Principal Business Office or, if none, Residence:
1-9-1 Nihonbashi, Chuo-ku, Tokyo 103-8645, Japan

2(c)

Citizenship:
Japan

2(d)

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

2(e)

CUSIP No.:
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)

x

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

(h)

o

A savings associations 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)

x

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:____________________________

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.

(a)

Amount beneficially owned:   

1,134,762

(b)

Percent of class:   

5.22%.

(c)

Number of shares as 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    

1,134,762.

(iii)

Sole power to dispose or to direct the disposition of   

0.

(iv)

Shared power to dispose or to direct the disposition of   

1,134,762.

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following   o.

Inapplicable

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Inapplicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Nomura Securities Co., Ltd is a wholly owned subsidiary of Nomura Holdings, Inc.

Item 8.

Identification and Classification of Members of the Group.

Inapplicable

Item 9.

Notice of Dissolution of Group.

Inapplicable

Item 10.

Certifications

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, other than activities solely in connection with a nomination under §240.14a–11.

By signing below for Nomura Securities Co., Ltd, I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Nomura Securities Co., Ltd is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Nomura Securities Co., Ltd

Dated:

September 4, 2014

/s/ Yasuhito Tominaga

Signature

Yasuhito Tominaga/ Head of Trading Compliance

Name/Title

Nomura Holdings, Inc.

Dated:

September 4, 2014

/s/ Hisato Miyashita

Signature

Hisato Miyashita / Group Compliance Head

Name/Title

Exhibit

Exhibit

A

Joint Filing Agreement

Nomura Securities Co., Ltd

Dated:

September 4, 2014

/s/ Yasuhito Tominaga

Signature

Yasuhito Tominaga/ Head of Trading Compliance

Name/Title

Nomura Holdings, Inc.

Dated:

September 4, 2014

/s/ Hisato Miyashita

Signature

Hisato Miyashita / Group Compliance Head

Name/Title