Smith Peter A. Form 4 TPG RE Finance Trust / Peter A. Smith 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^*

Smith Peter A.

(Last) (First) (Middle)

C/O TPG RE FINANCE TRUST, INC.

888 SEVENTH AVENUE, 35TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TPG RE Finance Trust, Inc. [ TRTX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019

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

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
Class A Common Stock	(1)	07/01/2019		J(2)			1,475	(1)	(1)	Common Stock	1,475	$19.28	2,383	D
Class A Common Stock	(1)							(1)	(1)	Common Stock	4,809.95		4,809.95	I	See explanation of responses(3)
Class A Common Stock	(1)							(1)	(1)	Common Stock	3,858		3,858	I	See explanation of responses(4)

Explanation of Responses:

1. Pursuant to the Articles of Amendment and Restatement of TPG RE Finance Trust, Inc. (the "Issuer"), each share of Class A common stock of the Issuer ("Class A Common Stock") is convertible at any time or from time to time, at the option of the holder, for one share of common stock of the Issuer ("Common Stock").

2. On July 1, 2019, TPG RE Finance Trust Management, L.P. (the "Manager"), the external manager of the Issuer, withheld 1,475 shares of Class A Common Stock from Mr. Peter Smith for payment of the tax liability incident to the vesting of shares of Class A Common Stock granted by the Manager pursuant to the terms of a compensatory plan adopted by the Manager.

3. TPG RE Finance Trust Equity, L.P. ("TPG RE Finance Trust Equity") directly holds 926,951 shares of Class A Common Stock, including 4,809.95 shares of Class A Common Stock indirectly beneficially owned by Mr. Smith (through his limited partnership interest in TPG RE Finance Trust Equity).

4. Represents shares of Class A Common Stock that have been awarded by the Manager to Mr. Smith in accordance with the terms of a compensatory plan adopted by the Manager. Upon vesting, the shares of Class A Common Stock will be delivered to Mr. Smith.

Remarks:

(5) Matthew Coleman is signing on behalf of Mr. Smith pursuant to the power of attorney dated July 5, 2017, which was previously filed with the Securities and Exchange Commission.

	/s/ Matthew Coleman, **By: Matthew Coleman, on behalf of Peter Smith (5)	07/03/2019
	** 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).
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