SEC Form 4 · accession 0001144204-15-027604

REDWOOD TRUST INC · RWT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This transaction relates to the distribution and/or conversion of Deferred Stock Units, to common stock under the Executive Deferred Compensation Plan.
• F2Represents the value (per stock unit or share of common stock) of the distribution and/or conversion of Deferred Stock Units, to common stock under the Executive Deferred Compensation Plan, based on the fair market value of Redwood Trust, Inc. common stock on the transaction date.
• F3Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person in March, 2015. All proceeds of this transaction are being remitted by the Reporting Person to Federal and/or State income tax agencies as additional income tax withholdings and/or estimated income tax payments.
• F4This transaction was executed in multiple trades with prices ranging from $16.97 to $17.17, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
• F5Represents fair value per stock unit of Deferred Stock Units, based on the weighted average of the original grant date fair market values.
• F6Deferred Stock Units, were subject to a mandatory holding period and conversion and/or distribution to the Reporting Person is at the time provided in the applicable deferral election form, in accordance with the terms and conditions of the Executive Deferred Compensation Plan.
• F7No expiration date is applicable to Deferred Stock Units.
• F8This disposition transaction represents a Compensation Committee approved withholding of securities incident to the payment of income tax liability relating to the distribution and/or conversion of Deferred Stock Units, under the Executive Deferred Compensation Plan.
• F9Following these reported transactions, no other Deferred Stock Units, with the same original grant date are beneficially owned.

Remarks

This Form 4 is being filed in connection with the distribution and/or conversion of Deferred Stock Units, to common stock under the Redwood Trust, Inc. Executive Deferred Compensation Plan. The Deferred Stock units referred to in this Form 4 were originally granted to the Reporting Person on November 30, 2010 and vested over the subsequent four-year vesting period. The distribution and/or conversion of the stock units referred to herein gives rise to Federal and State income tax liability of the Reporting Person based on the number of stock units distributed and/or converted and the value of Redwood Trust, Inc. common stock on May 1, 2015. The two disposition transactions reported herein are related to: (i) the withholding of stock units by Redwood Trust, Inc. incident to the payment of a portion of such income tax liability and (ii) to address an additional portion of such income tax liability, the sale by the Reporting Person of a portion of the distributed common stock - where all of the proceeds of such sale are being remitted by the Reporting Person and/or Redwood Trust, Inc. to Federal and/or State income tax agencies as additional income tax withholdings and/or estimated income tax payments