SEC Form 4 · accession 0001104659-18-022722
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
Apr 3, 2018
Accepted (ET)
Apr 5, 2018 · 7:17 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 | Apr 3, 2018 | J | 49,139 | $0.00 | D | 1,806,970 | 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 UnitsF4,F5,F6,F2,F3 | — | Apr 4, 2018 | A | 775,000 | A | — | — | Common Stock | 775,000 | 1,441,668 | I |
Explanation of responses
- F1Represents shares of the issuer's common stock distributed by SPT Management, LLC, the issuer's external manager (the "Manager"), to certain employees and/or other persons having an affiliation with the Manager.
- F2Represents 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.
- F3Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F4On April 4, 2018, the issuer granted the Manager an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan consisting of 775,000 restricted stock units (the "2018 RSUs"). The 2018 RSUs vest ratably in quarterly installments over a three-year period beginning on June 30, 2018, subject to the Manager's continued service as the issuer's external manager. As such 2018 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 dates.
- F5Represents (i) the 1,000,000 restricted stock units originally granted to the Manager on March 15, 2017 as an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the "2017 RSUs") and (ii) the 775,000 2018 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.
- F6The remaining 2017 RSUs will vest ratably in quarterly installments through March 31, 2020, 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 dates.