Starwood Property Trust (STWD) Form 4 STARWOOD PROPERTY TRUST / BARRY S STERNLICHT ownership change

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^*

STERNLICHT BARRY S

(Last) (First) (Middle)

C/O STARWOOD PROPERTY TRUST, INC.

591 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STARWOOD PROPERTY TRUST, INC. [ STWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/28/2019		M		147,917	A	(1)(2)	818,129	I	By controlled entities(3)
Common Stock	06/28/2019		J		13,268(4)	D	$0.00	804,861	I	By controlled entities(3)
Common Stock								6,676,909	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	06/28/2019		M			147,917(1)(2)	(1)(2)	(1)(2)	Common Stock	147,917	$0.00	702,087(6)	I	By controlled entities(3)

Explanation of Responses:

1. On June 28, 2019, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 147,917 shares of the issuer's common stock in connection with the vesting of (i) 83,334 of the restricted stock units originally granted to the Manager on March 15, 2017 as an award under the Starwood Property Trust, Inc. Manager Equity Plan (the "2017 RSUs") and (ii) 64,583 of the restricted stock units originally granted to the Manager on April 4, 2018 as an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the "2018 RSUs").

2. The remaining 2017 RSUs will vest ratably in quarterly installments through March 31, 2020 and the remaining 2018 RSUs will vest ratably in quarterly installments through March 31, 2021, 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 held by the Manager and SFIP, L.P. ("SFIP"). Starwood Capital Group Global, L.P. ("SCGG") is the sole member of the Manager. Mr. Sternlicht is the controlling partner of each of SFIP and SCGG.

4. Represents shares of the issuer's common stock distributed by the Manager to certain employees and/or other persons having an affiliation with the Manager.

5. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

6. Represents the 1,000,000 2017 RSUs granted to the Manager and the 775,000 2018 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	07/01/2019
	** 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).
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