SEC Form 4 · accession 0001104659-15-039667
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
May 18, 2015
Accepted (ET)
May 20, 2015 · 4:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001465128
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3,F4,F5,F1 | — | May 18, 2015 | A | 675,000 | A | — | — | Common Stock | 675,000 | 2,243,308 | I |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F2On May 18, 2015, the issuer granted SPT Management, LLC, the issuer's external manager (the "Manager"), an award under the Starwood Property Trust, Inc. Manager Equity Plan consisting of 675,000 restricted stock units. This award will vest ratably in quarterly installments over a three-year period beginning on June 30, 2015, subject to the Manager's continued service as the issuer's external manager. As such restricted stock units vest, the award will be settled in shares of the issuer's common stock promptly, but in no event later than 30 days, following the applicable quarterly vesting date.
- F3Represents (i) the 875,000 restricted stock units granted to the Manager on October 10, 2012 as an award under the Starwood Property Trust, Inc. Manager Equity Plan (the "2012 RSUs"), (ii) the 2,000,000 restricted stock units granted to the Manager on January 2, 2014 as an award under the Starwood Property Trust, Inc. Manager Equity Plan (the "2014 RSUs"), (iii) the 489,281 restricted stock units 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 the issuer's common stock on January 24, 2014 (the "Distribution RSUs") and (iv) the 675,000 restricted stock units granted to the Manager on May 18, 2015, less those restricted stock units that have already vested and been converted into shares of the issuer's common stock.
- F4The 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 Distribution RSUs 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 the issuer's common stock promptly, but in no event later than 30 days, following the applicable quarterly vesting date.
- F5Represents shares of the issuer's common stock 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.