SEC Form 4 · accession 0001104659-15-000114

STARWOOD PROPERTY TRUST, INC. · STWD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Barry S Sternlicht

Officer — CEO, Chairman of Board · Director

Period of report

Dec 31, 2014

Accepted (ET)

Jan 2, 2015 · 4:06 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001465128

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Dec 31, 2014	M	286,277	—	A	1,648,966	I	By controlled entities
Common Stock^F4,F3	Dec 31, 2014	J	2,080	$0.00	D	1,646,886	I	By controlled entities
Common Stock	holding	—	—		—	2,748,724	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^{F1,F2,F6,F3,F5}	—	Dec 31, 2014	M	286,277	D	—	—	Common Stock	286,277	1,854,585	I

Explanation of responses

F1On December 31, 2014, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 286,277 shares of the issuer's common stock in connection with the vesting of (i) 72,916 restricted stock units originally granted to the Manager on October 10, 2012 as an award under the Starwood Property Trust, Inc. Manager Equity Plan (the "2012 RSUs"), (ii) 166,667 restricted stock units originally granted to the Manager on January 2, 2014 as an award under the Starwood Property Trust, Inc. Manager Equity Plan (the "2014 RSUs") and (iii) 46,694 restricted stock units originally granted to the Manager on January 31, 2014 as an award under the Starwood Property Trust, Inc. Manager Equity Plan in connection with the distribution of common shares of Starwood Waypoint Residential Trust to holders of shares of common stock of the issuer on January 24, 2014.
F2The remaining 2012 RSUs and 2014 RSUs will vest ratably in quarterly installments through September 30, 2015 and December 31, 2016, respectively, in each case subject to the Manager's continued service as the issuer's external manager. The remaining restricted stock units granted on January 31, 2014 will vest ratably in quarterly installments on the same schedule applicable to the 2012 RSUs and 2014 RSUs held by the Manager as of the grant date, subject to the Manager's continued service as the issuer's external manager. In each case as such restricted stock units vest, the award will be settled in shares of common stock of the issuer promptly, but in no event later than 30 days, following the applicable quarterly vesting date.
F3Represents shares held by the Manager and SFIP, L.P. ("SFIP"). Starwood Capital Group Global, L.P. ("SCGG") is the sole member of the Manager. Mr. Sternlicht is the controlling partner of each of SFIP and SCGG.
F4On December 31, 2014, the Manager distributed 2,080 shares of the issuer's common stock to certain employees and/or other individuals having an affiliation with the Manager.
F5Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
F6Represents the 875,000 restricted stock units granted to the Manager on October 10, 2012, the 2,000,000 restricted stock units granted to the Manager on January 2, 2014 and the 489,281 restricted stock units granted to the Manager on January 31, 2014, less those restricted stock units that have already vested and been converted into shares of common stock.