SEC Form 4 · accession 0001144204-18-065467
REDWOOD TRUST INC · RWT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew P Stone
Officer — General Counsel
Period of report
Dec 19, 2018
Accepted (ET)
Dec 19, 2018 · 6:57 pm EST
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 | Dec 19, 2018 | M | 37,047 | $15.21 | A | 85,062 | D | |
| Common StockF4 | Dec 19, 2018 | S | 15,000 | $15.25 | D | 70,062 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF1,F5,F6,F7 | $9.46 | Dec 19, 2018 | M | 28,707 | D | — | — | Common Stock | 28,707 | 31,920 | D |
| Performance Stock UnitsF1,F9,F5,F6,F7 | $9.46 | Dec 19, 2018 | F | 31,920 | D | — | — | Common Stock | 31,920 | 0 | D |
| Deferred Stock UnitsF1,F5,F6,F7 | $19.87 | Dec 19, 2018 | M | 8,340 | D | — | — | Common Stock | 8,340 | 9,274 | D |
| Deferred Stock UnitsF1,F9,F5,F6,F7 | $19.87 | Dec 19, 2018 | F | 9,274 | D | — | — | Common Stock | 9,274 | 0 | D |
Explanation of responses
- F1This transaction relates to the distribution and/or conversion of Performance Stock Units and 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 Performance Stock Units and 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 earlier in 2018.
- F4This transaction was executed in multiple trades with prices ranging from $15.10 to $15.40, 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 Performance Stock Units or Deferred Stock Units, based on the original grant date fair value determined at such time in accordance with FASB Accounting Standards Codification Topic 718.
- F6Performance Stock Units and Deferred 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 Performance Stock Units and 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 Performance Stock Units and/or Deferred Stock Units under the Executive Deferred Compensation Plan.
- F9Following these reported transactions, no other Performance Stock Units and/or 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 Performance Stock Units and Deferred Stock Units to common stock under the Redwood Trust, Inc. Executive Deferred Compensation Plan. The Performance Stock Units referred to in this Form 4 were originally granted to the Reporting Person on December 16, 2015 and vested, based on a designated Redwood Trust, Inc. performance-based vesting formula, after a three-year performance-based vesting period. Please refer to Item 5.02(e) on Form 8-K filed on December 17, 2015 by Redwood Trust, Inc. for the description of the terms of these PSUs.