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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 | (5) | 09/30/2012 | M | 176,041 (1) (2) | (1)(2) | (1)(2) | Common stock | 176,041 | $ 0 | 447,922 (6) | I | By controlled entities (3) | |||
| 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 of Dir | ||
| /s/ Barry S. Sternlicht | 10/02/2012 | |
| **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) | SPT Management, LLC (the "Manager") acquired 176,041 shares of the issuer's common stock in connection with the vesting of (i) 86,458 out of 1,037,500 restricted stock units originally granted to the Manager on August 17, 2009 as an award under the Starwood Property Trust, Inc. Manager Equity Plan and (ii) 89,583 out of 1,075,000 restricted stock units originally granted to the Manager on December 15, 2010 as an award under the Starwood Property Trust, Inc. Manager Equity Plan. All of the restricted stock units granted on August 17, 2009 have vested and been converted into shares of common stock. |
| (2) | The remaining restricted stock units granted on December 15, 2010 will vest ratably in quarterly installments through December 31, 2013, subject to the Manager 's continued service as the manager of the issuer. As such restricted stock units vest, the award will be settled in shares of common stock of the issuer promptly, but in no event later than 30 days, following the applicable quarterly vesting date. |
| (3) | Represents shares held by the Manager, Starwood Capital Group Global, L.P. ("SCGG") and SFIP, L.P. ("SFIP"). SCGG is the sole member of the Manager. Mr. Sternlicht is the controlling partner of each of SCGG and SFIP. |
| (4) | On September 30, 2012, the Manager distributed 32,280 shares of the issuer's common stock to certain employees and other individuals 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 1,075,000 restricted stock units granted to the Manager on December 15, 2010, less those restricted stock units that have already vested and been converted into shares of common stock. |