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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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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 )Pursuant to the Articles of Amendment and Restatement of TPG RE Finance Trust, Inc. (the "Issuer"), each share of Class A common stock of the Issuer ("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 of the Issuer ("Common Stock").|
( 2 )On July 1, 2019, TPG RE Finance Trust Management, L.P. (the "Manager"), the external manager of the Issuer, withheld 1,475 shares of Class A Common Stock from Mr. Peter Smith for payment of the tax liability incident to the vesting of shares of Class A Common Stock granted by the Manager pursuant to the terms of a compensatory plan adopted by the Manager.
( 3 )TPG RE Finance Trust Equity, L.P. ("TPG RE Finance Trust Equity") directly holds 926,951 shares of Class A Common Stock, including 4,809.95 shares of Class A Common Stock indirectly beneficially owned by Mr. Smith (through his limited partnership interest in TPG RE Finance Trust Equity).
( 4 )Represents shares of Class A Common Stock that have been awarded by the Manager to Mr. Smith 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 Mr. Smith.
(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).|