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*
(Street)
| 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)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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) | 3,944 | (1) | (1) | Common Stock | 3,944 | $19.28 | 8,285 | D | ||||
Class A Common Stock | (1) | (1) | (1) | Common Stock | 6,019.52 | 6,019.52 | I | See explanation of responses(3) | |||||||
Class A Common Stock | (1) | (1) | (1) | Common Stock | 4,171 | 4,171 | 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 3,944 shares of Class A Common Stock from Ms. Deborah Ginsberg 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 6,019.52 shares of Class A Common Stock indirectly beneficially owned by Ms. Ginsberg (through her 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 Ms. Ginsberg 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 Ms. Ginsberg. |
Remarks: |
Vice President, General Counsel & Secretary (5) Matthew Coleman is signing on behalf of Ms. Ginsberg 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 Deborah Ginsberg (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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |