SEC Form 4 · accession 0001104659-17-017600
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
Mar 15, 2017
Accepted (ET)
Mar 17, 2017 · 4:14 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 | — | Mar 15, 2017 | A | 1,000,000 | A | — | — | Common Stock | 1,000,000 | 1,281,251 | I |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F2On March 15, 2017, 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 1,000,000 restricted stock units (the "2017 RSUs"). The 2017 RSUs vest ratably in quarterly installments over a three-year period beginning on June 30, 2017, subject to the Manager's continued service as the issuer's external manager. As such 2017 RSUs 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 675,000 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") and (ii) the 1,000,000 2017 RSUs granted to the Manager, less those restricted stock units that have already vested and been converted into shares of the issuer's common stock.
- F4The remaining 2015 RSUs will vest ratably in quarterly installments through March 31, 2018, 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.
- F5Represents 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.