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SC 13G Filing
Starwood Property Trust (STWD) SC 13GStarwood Property Trust, Inc.
Filed: 16 Dec 14, 12:00am
Starwood Property Trust, Inc. |
Common Stock, $0.01 par value |
85571B105 |
December 5, 2014 |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Capital LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 12,216,537 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 12,216,537 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,216,537 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
(1) | Represents (i) 11,381,744 shares of common stock and (ii) $20,000,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 834,793 shares of common stock. If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 12,216,537 shares of common stock. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Emanuel J. Friedman | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 12,216,537 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 12,216,537 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,216,537 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
(1) | Represents (i) 11,381,744 shares of common stock and (ii) $20,000,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 834,793 shares of common stock. If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 12,216,537 shares of common stock. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities Master Fund, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 7,446,566 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 7,446,566 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,446,566 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.3% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
(1) | Represents (i) 6,796,554 shares of common stock and (ii) $15,573,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 650,012 shares of common stock. If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 7,446,566 shares of common stock. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities GP, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 7,446,566 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 7,446,566 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,446,566 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.3% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
(1) | Represents (i) 6,796,554 shares of common stock and (ii) $15,573,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 650,012 shares of common stock. If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 7,446,566 shares of common stock. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities Master Fund II, LP | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,976,879 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 2,976,879 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,976,879 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
(1) | Represents (i) 2,916,816 shares of common stock and (ii) $1,439,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 60,063 shares of common stock. If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 2,976,879 shares of common stock. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities II GP, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,976,879 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 2,976,879 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,976,879 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
(1) | Represents (i) 2,916,816 shares of common stock and (ii) $1,439,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 60,063 shares of common stock. If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 2,976,879 shares of common stock. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Income Fund L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 40,000 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 40,000 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
(1) | Represents 40,000 shares of common stock. This entity does not beneficially own any of the Issuer’s convertible securities. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Income GP LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 40,000 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 40,000 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
(1) | Represents 40,000 shares of common stock. This entity does not beneficially own any of the Issuer’s convertible securities. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Beltway Strategic Opportunities Fund L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 1,521,853 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 1,521,853 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,521,853 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
(1) | Represents (i) 1,397,135 shares of common stock and (ii) $2,988,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 124,718 shares of common stock. If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 1,521,853 shares of common stock. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
CUSIP No. 85571B105 | 13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Beltway Strategic Opportunities GP LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 1,521,853 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 1,521,853 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,521,853 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% (2) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
(1) | Represents (i) 1,397,135 shares of common stock and (ii) $2,988,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 124,718 shares of common stock. If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 1,521,853 shares of common stock. |
(2) | Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014. |
(i) | EJF Capital LLC; |
(ii) | Emanuel J. Friedman; |
(iii) | EJF Debt Opportunities Master Fund, L.P.; |
(iv) | EJF Debt Opportunities GP, LLC; |
(v) | EJF Debt Opportunities Master Fund II, LP; |
(vi) | EJF Debt Opportunities II GP, LLC; |
(vii) | EJF Income Fund, LP |
(viii) | EJF Income GP, LLC |
(ix) | Beltway Strategic Opportunities Fund L.P.; and |
(x) | EJF Beltway Strategic Opportunities GP LLC |
(a) | Amount beneficially owned: | |
See Item 9 of the attached cover pages. | ||
(b) | Percent of class: | |
See Item 11 of the attached cover pages. | ||
(c) | Number of shares as to which such person has: | |
(i) | Sole power to vote or to direct the vote: | |
See Item 5 of the attached cover pages. | ||
(ii) | Shared power to vote or to direct the vote: | |
See Item 6 of the attached cover pages. | ||
(iii) | Sole power to dispose or to direct the disposition: | |
See Item 7 of the attached cover pages. | ||
(iv) | Shared power to dispose or to direct the disposition: | |
See Item 8 of the attached cover pages. |
EJF CAPITAL LLC | |||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EMANUEL J. FRIEDMAN | |||
By: | /s/ Emanuel J. Friedman | ||
Name: | Emanuel J. Friedman | ||
EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
By: Its: | EJF DEBT OPPORTUNITIES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EJF DEBT OPPORTUNITIES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EJF INCOME FUND, LP | |||
By: Its: | EJF INCOME GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EJF INCOME GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
BELTWAY STRATEGIC OPPORTUNITIES FUND L.P. | |||
By: Its: | EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EJF CAPITAL LLC | |||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EMANUEL J. FRIEDMAN | |||
By: | /s/ Emanuel J. Friedman | ||
Name: | Emanuel J. Friedman | ||
EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
By: Its: | EJF DEBT OPPORTUNITIES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EJF DEBT OPPORTUNITIES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EJF INCOME FUND, LP | |||
By: Its: | EJF INCOME GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EJF INCOME GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
BELTWAY STRATEGIC OPPORTUNITIES FUND L.P. | |||
By: Its: | EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
By: | /s/ Neal J. Wilson | ||
Name: | Neal J. Wilson | ||
Title: | Chief Operating Officer |