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| FORM 4 |
| 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
| ( 1 )The shares of common stock ("Common Stock") of TPG RE Finance Trust, Inc. (the "Issuer") awarded to Mr. Peter A. Smith 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 Mr. Smith in connection with the Issuer's initial public offering.|
( 2 )On December 13, 2017, Mr. Smith 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 Mr. Smith 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 Mr. Smith as compensation for services Mr. Smith provided to the Issuer. The shares of Class A Common Stock are subject to the terms of a lock-up agreement entered into by Mr. Smith in connection with the Issuer's initial public offering.
( 3 )The shares of Class A Common Stock awarded to Mr. Smith 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 Mr. Smith.
( 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.
(5) Matthew Coleman is signing on behalf of Mr. Smith pursuant to the power of attorney dated July 5, 2017, which was previously filed with the Securities and Exchange Commission.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|