SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol STARWOOD PROPERTY TRUST, INC. [ STWD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/31/2021 | M | 231,759 | A | (1)(2) | 1,305,497 | I | By controlled entities(3) | ||
| Common Stock | 1,974,378 | I | By GRAT(4) | |||||||
| Common Stock | 8,597,144 | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 12/31/2021 | M | 231,759(1)(2) | (1)(2) | (1)(2) | Common Stock | 231,759 | $0.00 | 1,295,277(6) | I | By controlled entities(3) | |||
| Explanation of Responses: |
| 1. On December 31, 2021, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 231,759 shares of the issuer's common stock in connection with the vesting of (i) 81,759 of the restricted stock units originally granted to the Manager on September 24, 2019 as an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the "2019 RSUs"), and (ii) 150,000 of the restricted stock units originally granted to the Manager on November 9, 2020 as an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the "2020 RSUs"). |
| 2. The remaining 2019 RSUs will vest ratably in quarterly installments through September 30, 2022 and the remaining 2020 RSUs will vest ratably in quarterly installments through September 30, 2023, in each case subject to the Manager's continued service as the issuer's external manager. As such restricted stock units vest, the awards will be settled in shares of the issuer's common stock promptly, but in no event later than 30 days, following the applicable quarterly vesting dates. |
| 3. Represents shares of the issuer's common stock held by entities directly or indirectly controlled by Mr. Sternlicht, including the Manager, SFIP, LLC and JAWS Capital, LP. |
| 4. Represents shares of the issuer's common stock that were previously reported as directly beneficially owned by Mr. Sternlicht, but were contributed to a grantor retained annuity trust on November 23, 2021. |
| 5. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
| 6. Represents the 1,200,000 2019 RSUs granted to the Manager and the 1,800,000 2020 RSUs granted to the Manager, less those restricted stock units that have already vested and been converted into shares of the issuer's common stock. |
| /s/ Barry S. Sternlicht | 01/03/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||