Sec Form 4 Filing - Guggenheim Greta @ TPG RE Finance Trust, Inc. - 2017-12-13

Insider filing report for Changes in Beneficial Ownership
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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
Guggenheim Greta
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)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & President
(Last) (First) (Middle)
C/O TPG RE FINANCE TRUST, INC.,, 888 SEVENTH AVENUE, 35TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/13/2017
(Street)
NEW YORK, NY10106
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 ( 1 ) 12/13/2017 A 12,860 A $ 0 22,860 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
Class A Common Stock ( 2 ) ( 3 ) ( 4 ) 12/13/2017 J 20,576 ( 4 ) ( 4 ) Common Stock 20,576 $ 0 29,950 I See Explanation of Responses ( 2 ) ( 3 )
Class A Common Stock ( 4 ) ( 4 ) ( 4 ) Common Stock ( 4 ) 3,124 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guggenheim Greta
C/O TPG RE FINANCE TRUST, INC.,
888 SEVENTH AVENUE, 35TH FLOOR
NEW YORK, NY10106
X CEO & President
Signatures
/s/ Matthew Coleman, By: Matthew Coleman, on behalf of Greta Guggenheim (5) 12/14/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of common stock ("Common Stock") of TPG RE Finance Trust, Inc. (the "Issuer") awarded to Ms. Greta Guggenheim will vest ratably in four annual installments beginning on June 30, 2018. The shares of Common Stock are subject to the terms of a lock-up agreement entered into by Ms. Guggenheim in connection with the Issuer's initial public offering.
( 2 )On December 13, 2017, Ms. Guggenheim acquired shares of Class A common stock ("Class A Common Stock") of the Issuer from TPG RE Finance Trust Management, L.P. (the "Manager"), the Issuer's external manager, pursuant to a grant made by the Manager to Ms. Guggenheim in accordance with the terms of a compensatory plan adopted by the Manager. The Manager acquired the shares of Class A Common Stock prior to the completion of the Issuer's initial public offering and granted the shares to Ms. Guggenheim as compensation for services Ms. Guggenheim provided to the Issuer. The shares of Class A Common Stock are subject to the terms of a lock-up agreement entered into by Ms. Guggenheim in connection with the Issuer's initial public offering.
( 3 )The shares of Class A Common Stock awarded to Ms. Guggenheim will vest ratably in four annual installments beginning on June 30, 2018. Upon vesting, the shares of Class A Common Stock will be delivered to Ms. Guggenheim.
( 4 )Pursuant to the Articles of Amendment and Restatement of the Issuer, each share of 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.

Remarks:
(5) Matthew Coleman is signing on behalf of Ms. Guggenheim pursuant to the power of attorney dated July 5, 2017, which was previously filed with the Securities and Exchange Commission.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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