Sec Form 4 Filing - STERNLICHT BARRY S @ STARWOOD PROPERTY TRUST, INC. - 2020-12-31

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 STERNLICHT BARRY S 2. Issuer Name and Ticker or Trading Symbol STARWOOD PROPERTY TRUST, INC. [ STWD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, Chairman of Board (Last) (First) (Middle) C/O STARWOOD PROPERTY TRUST, INC., 591 WEST PUTNAM AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (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 12/31/2020 M 296,342 A 1,368,749 I By controlled entities ( 3 ) Common Stock 9,054,022 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 ( 4 ) 12/31/2020 M 296,342 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 296,342 $ 0 2,286,896 ( 5 ) I By controlled entities ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STERNLICHT BARRY S C/O STARWOOD PROPERTY TRUST, INC. 591 WEST PUTNAM AVENUE GREENWICH, CT06830 X CEO, Chairman of Board Signatures /s/ Barry S. Sternlicht 01/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 31, 2020, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 296,342 shares of the issuer's common stock in connection with the vesting of (i) 64,584 of the restricted stock units originally granted to the Manager on April 4, 2018 as an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the "2018 RSUs"), (ii) 81,758 of the restricted stock units originally granted to the Manager on September 24, 2019 as an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the "2019 RSUs"), and (iii) 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"). ( 2 )The remaining 2018 RSUs will vest ratably in quarterly installments through March 31, 2021, the remaining 2019 RSUs will vest ratably in quarterly installments through September 30, 2022 and the remaining 2020 RSUs will vest ratably in quarterly installments through September 30, 2023, 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. ( 3 )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. ( 4 )Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. ( 5 )Represents the 775,000 2018 RSUs granted to the Manager, the 1,200,000 2019 RSUs granted to the Manager and the 1,800,000 2020 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.

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