Barry S. Sternlicht - Dec 31, 2022 Form 4 Insider Report for STARWOOD PROPERTY TRUST, INC. (STWD)

Role: CEO, Chairman of Board, Director
Signature: /s/ Barry S. Sternlicht
Stock symbol: STWD
Transactions as of: Dec 31, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/3/2023, 03:31 PM
Previous filing: Dec 21, 2022
Next filing: Jan 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STWD	Common Stock	Options Exercise		+275K	+9.32%		3.22M	Dec 31, 2022	By controlled entities	F1, F2, F3
holding	STWD	Common Stock						1.97M	Dec 31, 2022	By GRAT	F4
holding	STWD	Common Stock						8.6M	Dec 31, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	STWD	Restricted Stock Units	Options Exercise	$0	-275K	-13.1%	$0.00	1.83M	Dec 31, 2022	Common Stock	275K		By controlled entities	F1, F2, F3, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 31, 2022, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 275,000 shares of the issuer's common stock in connection with the vesting of (i) 150,000 of the restricted stock units originally granted to the Manager on November 9, 2020 as an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the "2020 RSUs"), and (ii) 125,000 of the restricted stock units originally granted to the Manager on November 23, 2022 as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan (the "2022 RSUs").
F2	The remaining 2020 RSUs will vest ratably in quarterly installments through September 30, 2023 and the remaining 2022 RSUs will vest ratably in quarterly installments through September 30, 2025, in each case subject to the Manager's continued service as the issuer's external manager. As such restricted stock units vest, the awards 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.
F3	Represents shares of the issuer's common stock held by entities directly or indirectly controlled by Mr. Sternlicht, including the Manager, SFIP, LLC and JAWS Capital, LP.
F4	Represents shares of the issuer's common stock held by a grantor retained annuity trust.
F5	Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
F6	Represents the 1,800,000 2020 RSUs granted to the Manager and the 1,500,000 2022 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.