SEC Form 4 · accession 0001144204-16-098695
REDWOOD TRUST INC · RWT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brett D Nicholas
Officer — President
Period of report
May 2, 2016
Accepted (ET)
May 3, 2016 · 5:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000930236
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | May 2, 2016 | M | 54,734 | $12.96 | A | 448,431 | D | |
| Common StockF4 | May 2, 2016 | S | 5,786 | $12.79 | D | 442,645 | 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,F5,F6,F7 | $13.58 | May 2, 2016 | M | 54,734 | D | — | — | Common Stock | 54,734 | 60,980 | D |
| Deferred Stock UnitsF1,F9,F5,F6,F7 | $13.58 | May 2, 2016 | F | 60,980 | D | — | — | Common Stock | 60,980 | 0 | 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 2015.
- F4This transaction was executed in multiple trades with prices ranging from $12.67 to $13.08, 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.