SEC Form 4 · accession 0001453409-18-000004
REDWOOD TRUST INC · RWT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher J Abate
Officer — Chief Executive Officer · Director
Period of report
May 22, 2018
Accepted (ET)
May 24, 2018 · 5:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000930236
Table I — non-derivative securities
No Table I lines on this filing.
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,F3,F4 | $16.62 | May 22, 2018 | A | 15,042 | A | — | — | Common Stock | 15,042 | 15,042 | D |
| Performance Stock UnitsF5,F7,F6,F8,F9 | $15.20 | May 22, 2018 | A | 16,447 | A | — | — | Common Stock | 16,447 | 16,447 | D |
Explanation of responses
- F1Represents fair market value RWT common stock on transaction date under the 2014 Incentive Award Plan.
- F2This transaction relates to the grant of performance stock units or deferred stock units approved by the Compensation Committee of the Board of Directors to Mr. Abate in connection with his promotion to the role of Chief Executive Officer, effective on May 22, 2018.
- F325% vests 7/1/2019, 6.25% every quarter thereafter. Fully vested 5/21/2022.
- F4No expiration date is applicable to deferred stock units.
- F5This transaction relates to the grant of Performance Stock Units ("PSUs"), which are performance-based equity awards. The number of underlying shares of common stock of Redwood Trust, Inc. ("Common Stock") that vest and that the recipient becomes entitled to receive at the time of vesting will generally range from 0% to 200% of a target number of PSUs granted, contingent on the achievement of a pre-established performance metric (with the target number of PSUs granted being adjusted to reflect the value of any dividends on Common Stock declared during the vesting period). Vesting of these PSUs will generally occur at the end of three years (on May 21, 2021) based on three-year total stockholder return. Please refer to Item 5.02(e) of the Current Report on Form 8-K filed on May 23, 2018 by Redwood Trust, Inc. for a description of the terms of these PSUs, which Item 5.02(e) qualifies, in its entirety, the description set forth in this footnote (5) and footnote (6) below.
- F6Represents grant date fair value of the PSUs issued.
- F7Represents the target number of PSUs granted.
- F8Vested shares, if any, will be delivered to the Participant no later than August 31, 2021.
- F9No expiration date is applicable to performance stock units.