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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | $ 12.37 (5) | 12/21/2015 | M(1) | 7,218 | (6) | (7) | Common Stock | 7,218 | $ 0 (1) | 6,509.14 | D | ||||
| Performance Stock Units | $ 12.37 (5) | 12/21/2015 | F(8) | 6,509.14 | (6) | (7) | Common Stock | 6,509.14 | $ 0 (1) | 0 (9) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NICHOLAS BRETT D ONE BELVEDERE PLACE, SUITE 300 MILL VALLEY, CA 94941 |
President | |||
| /s/ Attorney-In-Fact: Andrew P. Stone For: Brett D. Nicholas | 12/22/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This transaction relates to the distribution and/or conversion of Performance Stock Units to common stock under the Executive Deferred Compensation Plan. |
| (2) | Represents the value (per stock unit or share of common stock) of the distribution and/or conversion of Performance Stock Units to common stock under the Executive Deferred Compensation Plan, based on the fair market value of Redwood Trust, Inc. common stock on the transaction date. |
| (3) | Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person in May 2015. All proceeds of this transaction are being remitted by the Reporting Person to Federal and/or State income tax agencies as additional income tax withholdings and/or estimated income tax payments. |
| (4) | This transaction was executed in multiple trades with prices ranging from $13.23 to $13.58, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| (5) | Represents fair value per stock unit of Performance Stock Units, based on the original grant date fair value determined at such time in accordance with FASB Accounting Standards Codification Topic 718. |
| (6) | Performance Stock Units were subject to a mandatory holding period and conversion and/or distribution to the Reporting Person is at the time provided in the applicable deferral election form, in accordance with the terms and conditions of the Executive Deferred Compensation Plan. |
| (7) | No expiration date is applicable to Performance Stock Units. |
| (8) | This disposition transaction represents a Compensation Committee approved withholding of securities incident to the payment of income tax liability relating to the distribution and/or conversion of Performance Stock Units under the Executive Deferred Compensation Plan. |
| (9) | Following these reported transactions, no other Performance Stock Units with the same original grant date are beneficially owned. |
| Remarks: This Form 4 is being filed in connection with the distribution and/or conversion of Performance Stock Units to common stock under the Redwood Trust, Inc. Executive Deferred Compensation Plan. The Performance Stock Units referred to in this Form 4 were originally granted to the Reporting Person on December 7, 2012 and vested, based on a designated Redwood Trust, Inc. performance-based vesting formula, after a three-year performance-based vesting period. The distribution and/or conversion of the stock units referred to herein gives rise to Federal and State income tax liability of the Reporting Person based on the number of stock units distributed and/or converted and the value of Redwood Trust, Inc. common stock on December 21, 2015. The disposition transactions reported herein are related to: (i) the withholding of stock units by Redwood Trust, Inc. incident to the payment of a portion of such income tax liability and (ii) to address an additional portion of such income tax liability, the sale by the Reporting Person of a portion of the distributed common stock - where all of the proceeds of such sale are being remitted by the Reporting Person to Federal and/or State income tax agencies as additional income tax withholdings and/or estimated income tax payments | |