Sec Form 4 Filing - Guggenheim Greta @ TPG RE Finance Trust, Inc. - 2018-12-19

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
12/19/2018
(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 ) 12/19/2018 A 106,213 A $ 0 175,768 D
Common Stock 12/20/2018 P 45,000 A $ 18.5062( 2 ) 220,768 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 ( 5 ) 12/19/2018 J( 3 ) 50,010 ( 5 ) ( 5 ) Common Stock 50,010 $ 0 79,960 I See Explanation of Responses( 3 )
Class A Common Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 20,922.96 20,922.96 I See Explanation of Responses( 4 )
Class A Common Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 3,124 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 (6) 12/21/2018
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 three annual installments beginning on December 31, 2019.
( 2 )The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $18.30 to $18.60, inclusive. Ms. Guggenheim undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth above. The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Ms. Guggenheim.
( 3 )On December 19, 2018, Ms. Guggenheim acquired 50,010 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. Upon vesting, the shares of Class A Common Stock will be delivered to Ms. Guggenheim.
( 4 )TPG RE Finance Trust Equity, L.P. ("TPG RE Finance Trust Equity") directly holds 926,951 shares of Class A Common Stock, including 20,922.96 shares of Class A Common Stock indirectly beneficially owned by Ms. Guggenheim (through her limited partnership interest in TPG RE Finance Trust Equity).
( 5 )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:
(6)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 Commission.

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

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.