SEC Form 4 · accession 0001144204-15-027614
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 | May 1, 2015 | M | 4,937 | $17.19 | A | 21,913 | D | |
| Common StockF4 | May 1, 2015 | S | 1,975 | $17.01 | D | 19,937 | D | |
| Common Stock | holding | — | — | — | 1,758 | I | By IRA |
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,F5,F6,F7 | $15.19 | May 1, 2015 | M | 4,937 | A | — | — | Common Stock | 4,937 | 18,801 | D |
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 2014. A portion of the 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 $16.98 to $17.14, 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.
- F6Shares are subject to a minimum mandatory holding period and will be delivered to the Participant at the time provided in the Deferral Election but no sooner than May 1, 2015.
- F7No expiration date is applicable to Deferred Stock Units.
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 May 17, 2011 and was fully vested at grant. 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 (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 a portion 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 withholding and/or estimated income tax payments and (iii) the sale of common stock for cash proceeds.