Sec Form 4 Filing - Sossen Andrew Jay @ STARWOOD PROPERTY TRUST, INC. - 2012-09-30

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 Sossen Andrew Jay 2. Issuer Name and Ticker or Trading Symbol STARWOOD PROPERTY TRUST, INC. [ STWD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) COO and General Counsel (Last) (First) (Middle) C/O STARWOOD PROPERTY TRUST, INC., 591 WEST PUTNAM AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2012 (Street) GREENWICH, CT06830 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 09/30/2012 C 2,500 ( 1 ) A 45,958 D Common Stock 09/30/2012 S 810 ( 2 ) D $ 23.73 45,148 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 Restricted Stock Units ( 3 ) 09/30/2012 C 2,500 ( 1 ) ( 1 ) ( 1 ) Common Stock 2,500 $ 0 2,500 I By SPT Management, LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sossen Andrew Jay C/O STARWOOD PROPERTY TRUST, INC. 591 WEST PUTNAM AVENUE GREENWICH, CT06830 COO and General Counsel Signatures /s/ Andrew J. Sossen 10/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Sossen acquired 2,500 shares of the Company's common stock (the "Stock") in connection with the vesting of 2,500 out of 30,000 restricted stock units ("RSUs") in which Mr. Sossen was originally granted an interest on January 14, 2010. ( 2 )Represents shares sold by Mr. Sossen pursuant to a preexisting election in order to cover taxes incurred by Mr. Sossen in connection with the vesting of the RSUs. ( 3 )Each RSU represents a contingent right to receive one share of Stock. ( 4 )SPT Management, LLC ("Manager"), of which Starwood Capital Group Global, L.P. ("SCGG") is the sole member, currently holds RSUs (the "Manager RSUs"), which vest ratably in quarterly installments over a three-year period beginning on October 1, 2009, subject to the Manager's continued service as the manager of the issuer. SCGG has granted Mr. Sossen an interest in 30,000 of the Manager RSUs (the "Sossen RSUs"), consisting of the right to receive from the Manager (i) the dividend equivalents paid by the issuer with respect to RSUs, and (ii) the Stock underlying the Sossen RSUs, in each case when the Sossen RSUs vest as to Mr. Sossen, which vesting is subject to (1) the prior or concurrent vesting of the related Manager RSUs to the Manager (and the corresponding issuance and delivery by the issuer to the Manager of the underlying Stock), and (2) Mr. Sossen's employment with SCGG as of the applicable vesting date.

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