SEC Form 4 · accession 0001104659-16-109579
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 the Board · Director
Period of report
Mar 31, 2016
Accepted (ET)
Apr 4, 2016 · 4:05 pm EDT
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 StockF1,F2,F3,F4 | Mar 31, 2016 | M | 255,400 | — | A | 1,935,926 | I | By controlled entities |
| Common StockF5,F4 | Mar 31, 2016 | J | 164,225 | $0.00 | D | 1,771,701 | I | By controlled entities |
| Common Stock | holding | — | — | — | 4,281,349 | 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 UnitsF1,F2,F3,F7,F4,F6 | — | Mar 31, 2016 | M | 255,400 | D | — | — | Common Stock | 255,400 | 1,047,451 | I |
Explanation of responses
- F1On March 31, 2016, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 255,400 shares of the issuer's common stock in connection with the vesting of (i) 166,666 restricted stock units of the 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"), (ii) 32,484 restricted stock units of the 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 the issuer's common stock on January 24, 2014 (the "Distribution RSUs") and (continued in Footnote 2 below)
- F2(iii) 56,250 restricted stock units of the restricted stock units originally granted to the Manager on May 18, 2015 as an award under the Starwood Property Trust, Inc. Manager Equity Plan (the "2015 RSUs").
- F3The remaining 2014 RSUs and 2015 RSUs will vest ratably in quarterly installments through December 31, 2016 and March 31, 2018, 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 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.
- F4Represents 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.
- F5Represents shares of the issuer's common stock distributed by the Manager to certain employees and/or other individuals having an affiliation with the Manager.
- F6Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F7Represents the 2,000,000 2014 RSUs granted to the Manager, the 489,281 Distribution RSUs granted to the Manager and the 675,000 2015 RSUs granted to the Manager, less those restricted stock units that have already vested and been converted into shares of common stock.