SEC Form 4 · accession 0001024553-15-000003
REDWOOD TRUST INC · RWT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin S Hughes
Officer — Chief Executive Officer · Director
Period of report
Dec 16, 2015
Accepted (ET)
Dec 18, 2015 · 4:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000930236
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF1,F2,F3,F4 | $13.02 | Dec 16, 2015 | A | 86,405 | A | — | — | Common Stock | 86,405 | 86,405 | D |
| Performance Stock UnitsF5,F7,F6,F8,F9 | $9.46 | Dec 16, 2015 | A | 118,921 | A | — | — | Common Stock | 118,921 | 118,921 | D |
Explanation of responses
- F1This transaction relates to the grant of Deferred Stock Units.
- F2Represents grant date fair value of the DSUs issued, based on the fair market value of RWT common stock on the transaction date under the 2014 Incentive Award Plan.
- F325% vests 1/31/2017, 6.25% every quarter thereafter (beginning with the quarter end 3/31/2017). Fully vested 12/15/2019.
- F4No expiration date is applicable to deferred stock units.
- F5This transaction relates to the grant of Performance Stock Units ("PSUs"), which are performance-based equity awards. The number of underlying shares of common stock of Redwood Trust, Inc. ("Common Stock") that vest and that the recipient becomes entitled to receive at the time of vesting will generally range from 0% to 200% of a target number of PSUs granted, contingent on the achievement of a pre-established performance metric (with the target number of PSUs granted being adjusted to reflect the value of any dividends on Common Stock declared during the vesting period). Vesting of these PSUs will generally occur at the end of three years (on December 15, 2018) based on three-year total stockholder return. Please refer to Item 5.02(e) of the Current Report on Form 8-K filed on December 17, 2015 by Redwood Trust, Inc. for a description of the terms of these PSUs, which Item 5.02(e) qualifies, in its entirety, the description set forth in this footnote (5) and footnote (7) below.
- F6Represents grant date fair value of the PSUs issued.
- F7Represents the target number of PSUs granted.
- F8Vested shares, if any, will be delivered to the Participant no later than December 31, 2018.
- F9No expiration date is applicable to performance stock units.