Sec Form 4 Filing - NICHOLAS BRETT D @ REDWOOD TRUST INC - 2014-05-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person NICHOLAS BRETT D 2. Issuer Name and Ticker or Trading Symbol REDWOOD TRUST INC [ RWT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 1 BELVEDERE PLACE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2014 (Street) MILL VALLEY, CA94941 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 05/01/2014 M( 1 ) 88,943 A $ 21.8 ( 2 ) 295,771 D Common Stock 05/01/2014 S( 3 ) 7,751 D $ 21.45 ( 4 ) 288,020 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Deferred Stock Units $ 14.33 ( 5 ) 05/01/2014 M( 1 ) 88,943 ( 6 ) ( 7 ) Common Stock 88,943 $ 0 ( 1 ) 83,927 D Deferred Stock Units $ 14.33 ( 5 ) 05/01/2014 F( 8 ) 83,927 ( 6 ) ( 7 ) Common Stock 83,927 $ 0 ( 1 ) 0 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NICHOLAS BRETT D 1 BELVEDERE PLACE SUITE 300 MILL VALLEY, CA94941 President Signatures /s/ Attorney-In-Fact: Andrew P. Stone For: Brett D. Nicholas 05/01/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction relates to the distribution and/or conversion of Deferred Stock Units, including 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 Deferred Stock Units, including 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 2013. All proceeds of this transaction are being remitted by the Reporting Person and/or Redwood Trust, Inc. 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 $21.31 to $21.70, 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 of Deferred Stock Units, including Performance Stock Units, based on the weighted average of the original grant date fair market values. ( 6 )Deferred Stock Units, including 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 Deferred Stock Units or 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 Deferred Stock Units, including Performance Stock Units, under the Executive Deferred Compensation Plan. ( 9 )Following these reported transactions, no other Deferred Stock Units, including 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 Deferred Stock Units, including Performance Stock Units, to common stock under the Redwood Trust, Inc. Executive Deferred Compensation Plan. The Deferred Stock units referred to in this Form 4 were originally granted to the Reporting Person on December 9, 2009 and vested over the subsequent four-year vesting period. The Performance Stock Units referred to in this Form 4 were originally granted to the Reporting Person on November 30, 2010 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 May 1, 2014. The two 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 and/or Redwood Trust, Inc. to Federal and/or State income tax agencies as additional income tax withholdings and/or estimated income tax payments.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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