Sec Form 4 Filing - TPG Group Holdings (SBS) Advisors, Inc. @ TPG RE Finance Trust, Inc. - 2020-01-30

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 TPG Group Holdings (SBS) Advisors, Inc. 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2020 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 01/30/2020 C 969,967 A $ 0 7,475,134 I See Explanation of Responses ( 2 ) ( 3 ) ( 5 ) ( 7 ) ( 8 ) Common Stock 01/30/2020 J( 1 ) 810,636 D $ 0 6,664,498 I See Explanation of Responses ( 2 ) ( 3 ) ( 5 ) ( 7 ) ( 8 )

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 ( 6 ) 01/30/2020 C( 1 ) 969,967 ( 6 ) ( 6 ) Common Stock 969,967 $ 0 0 I See Explanation of Responses ( 2 ) ( 3 ) ( 4 ) ( 6 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X TPG Real Estate GenPar Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X Signatures /s/ Michael LaGatta, **By: Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9) 02/03/2020 Signature of Reporting Person Date /s/ Matthew Coleman, **By: Matthew Coleman, Vice President, TPG Real Estate GenPar Advisors, Inc. (9) 02/03/2020 Signature of Reporting Person Date /s/ Bradford Berenson, **By: Bradford Berenson, on behalf of David Bonderman (9) (10) 02/03/2020 Signature of Reporting Person Date /s/ Bradford Berenson, **By: Bradford Berenson, on behalf of James G. Coulter (9) (10) 02/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective January 30, 2020, (i) TPG RE Finance Trust Equity, L.P. ("TPG RE Finance Trust Equity") (a) converted all of its shares of Class A common stock ("Class A Common Stock") of TPG RE Finance Trust, Inc. (the "Issuer") into shares of common stock ("Common Stock") of the Issuer and (b) distributed, in accordance with its agreement of limited partnership, such shares of Common Stock pro rata to its partners; and (ii) TPG RE Finance Trust Management, L.P. (the "Manager") converted all of its shares of Class A Common Stock into shares of Common Stock. ( 2 )David Bonderman and James G. Coulter are the sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and (ii) TPG Real Estate GenPar Advisors, Inc. ("TPG Real Estate Advisors" and, together with Group Advisors and Messrs. Bonderman and Coulter, the "Reporting Persons"). Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the general partner of TPG Holdings II Sub, L.P., which is the sole member of TPG Real Estate Advisors, LLC, which is the general partner of the Manager, which directly holds 60,024 shares of Common Stock. ( 3 )TPG Group Holdings (SBS), L.P. is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P. ("TPG Holdings III"), which (i) directly holds 1,811,251 shares of Common Stock and (ii) is the sole member of TPG DASA Advisors (RE) II, LLC, which is the general partner of TPG NJ DASA GenPar C, L.P., which is the general partner of TPG/NJ (RE) Partnership, L.P. ("TPG/NJ RE Partnership" and, together with the Manager and TPG Holdings III, the "TPG Funds"), which directly holds 4,693,916 shares of Common Stock. ( 4 )TPG Real Estate Advisors is the general partner of TPG RE Finance Trust Equity, which directly held shares of Class A Common Stock. ( 5 )Excluding the shares of Common Stock directly held by the TPG Funds, Mr. Coulter holds directly or indirectly 99,307 shares of Common Stock. ( 6 )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. ( 7 )Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 8 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks: (9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.(10) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange 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).

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