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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 | ||||||||
Restricted Stock Units | (3) | 04/04/2018 | A | 775,000 (4) | (4) | (4) | Common Stock | 775,000 | $ 0 | 1,441,668 (5) (6) | I | By controlled entities (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STERNLICHT BARRY S C/O STARWOOD PROPERTY TRUST, INC. 591 WEST PUTNAM AVENUE GREENWICH, CT 06830 |
X | CEO, Chairman of Board |
/s/ Barry S. Sternlicht | 04/05/2018 | |
**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) | Represents shares of the issuer's common stock distributed by SPT Management, LLC, the issuer's external manager (the "Manager"), to certain employees and/or other persons having an affiliation with the Manager. |
(2) | Represents shares of the issuer's common stock 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. |
(3) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
(4) | On April 4, 2018, the issuer granted the Manager an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan consisting of 775,000 restricted stock units (the "2018 RSUs"). The 2018 RSUs vest ratably in quarterly installments over a three-year period beginning on June 30, 2018, subject to the Manager's continued service as the issuer's external manager. As such 2018 RSUs vest, the award 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. |
(5) | Represents (i) the 1,000,000 restricted stock units originally granted to the Manager on March 15, 2017 as an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the "2017 RSUs") and (ii) 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. |
(6) | The remaining 2017 RSUs will vest ratably in quarterly installments through March 31, 2020, subject to the Manager's continued service as the issuer's external manager. As such restricted stock units vest, the award 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. |