Statement of Changes in Beneficial Ownership (4)
December 20 2019 - 6:14PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Stern Shoshone (Bo) |
2. Issuer Name and Ticker or Trading Symbol
REDWOOD TRUST INC
[
RWT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Investment Officer |
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(Last)
(First)
(Middle)
1 BELVEDERE PLACE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2019 |
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(Street)
MILL VALLEY, CA 94941
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/20/2019 | | M(1) | | 10241 | A | $16.64 (2) | 40930 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Performance Stock Units | $13.24 (3) | 12/20/2019 | | M (1) | | | 10241 | (4) | (5) | Common Stock | 10241 | $0 (1) | 11387 | D | |
| Performance Stock Units | $13.24 (3) | 12/20/2019 | | F (6) | | | 11387 | (4) | (5) | Common Stock | 11387 | $0 (1) | 0 (7) | D | |
| Explanation of Responses: |
| (1) | This transaction relates to the distribution and/or conversion of Performance Stock Units to common stock under the Executive Deferred Compensation Plan. |
| (2) | Represents the value (per stock unit or share of common stock) of the distribution and/or conversion of Performance Stock Units to common stock under the Executive Deferred Compensation Plan, based on the fair market value of Redwood Trust, Inc. common stock on the transaction date. |
| (3) | Represents fair value per stock unit of Performance Stock Units based on the original grant date fair value determined at such time in accordance with FASB Accounting Standards Codification Topic 718. |
| (4) | Performance Stock Units were subject to a mandatory holding period and conversion and/or distribution to the Reporting Person is at the time provided in the applicable deferral election form, in accordance with the terms and conditions of the Executive Deferred Compensation Plan. |
| (5) | No expiration date is applicable to Performance Stock Units. |
| (6) | This disposition transaction represents a Compensation Committee approved withholding of securities incident to the payment of income tax liability relating to the distribution and/or conversion of Performance Stock Units under the Executive Deferred Compensation Plan. |
| (7) | Following these reported transactions, no other Performance Stock Units with the same original grant date are beneficially owned. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Stern Shoshone (Bo)
1 BELVEDERE PLACE
SUITE 300
MILL VALLEY, CA 94941 |
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| Chief Investment Officer |
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Signatures
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| Attorney-In-Fact: /s/ Andrew P. Stone | | 12/20/2019 |
| **Signature of Reporting Person | Date |
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