SEC Form 4 · accession 0001104659-18-002408
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 29, 2017
Accepted (ET)
Jan 16, 2018 · 5:06 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 StockF1,F2,F3 | Dec 29, 2017 | M | 139,583 | — | A | 1,412,934 | I | By controlled entities |
| Common Stock | holding | — | — | — | 4,494,972 | 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,F5,F3,F4 | — | Dec 29, 2017 | M | 139,583 | D | — | — | Common Stock | 139,583 | 806,252 | I |
Explanation of responses
- F1On December 29, 2017, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 139,583 shares of the issuer's common stock in connection with the vesting of (i) 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") and (ii) 83,333 restricted stock units of the restricted stock units originally granted to the Manager on March 15, 2017 as an award under the Starwood Property Trust, Inc. Manager Equity Plan (the "2017 RSUs").
- F2The remaining 2015 RSUs will vest ratably in quarterly installments through March 31, 2018 and the remaining 2017 RSUs will vest ratably in quarterly installments through March 31, 2020, in each case subject to the Manager's continued service as the issuer's external manager. As such restricted stock units vest, the awards 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 dates.
- 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.
- F4Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F5Represents the 675,000 2015 RSUs granted to the Manager and 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.