SEC Form 4 · accession 0001144204-15-027611
REDWOOD TRUST INC · RWT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | May 1, 2015 | M | 28,986 | $17.19 | A | 69,015 | D | |
| Common StockF5 | May 1, 2015 | S | 1,814 | $17.01 | D | 67,201 | D | |
| Common StockF5 | May 4, 2015 | S | 1,814 | $17.08 | D | 65,387 | D |
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,F6,F7,F8 | $10.69 | May 1, 2015 | M | 46,989 | A | — | — | Common Stock | 46,989 | 43,704 | D |
| Deferred Stock UnitsF1,F10,F6,F7,F8 | $10.69 | May 1, 2015 | F | 43,704 | A | — | — | Common Stock | 43,704 | 0 | D |
Explanation of responses
- F1This transaction relates to the distribution and/or conversion of Deferred Stock Units, including Performance Stock Units, to common stock under the Executive Deferred Compensation Plan.
- F10Following these reported transactions, no other Deferred Stock Units, including Performance Stock Units, with the same original grant date are beneficially owned.
- F2Represents the value (per stock unit or share of common stock) of the distribution and/or conversion of Deferred Stock Units, including Performance 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.
- F3Amount shown is after giving effect to transfer on May 1, 2015 of 14,375 shares of common stock of Redwood Trust, Inc. pursuant to a domestic relations order. As a result of this transfer, the reporting person no longer reports those transferred securities as beneficially owned.
- F4Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person in 2014. 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.
- F5This transaction was executed in multiple trades with prices ranging from $16.96 to $17.18, 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.
- F6Represents fair value per stock unit of Deferred Stock Units, including Performance Stock Units, based on the weighted average of the original grant date fair market values.
- F7Deferred Stock Units, including Performance 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.
- F8No expiration date is applicable to Deferred Stock Units or Performance Stock Units.
- F9This 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, including Performance Stock Units, under the Executive Deferred Compensation Plan.
Remarks
This Form 4 is being filed in connection with the distribution and/or conversion of Deferred Stock Units, including Performance 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 Performance Stock Units referred to in this Form 4 were originally granted to the Reporting Person on December 7, 2011 and vested, based on a designated Redwood Trust, Inc. performance-based vesting formula, after a three-year performance-based 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 to Federal and/or State income tax agencies as additional income tax withholdings and/or estimated income tax payments