Sec Form 4 Filing - Stone Andrew P @ REDWOOD TRUST INC - 2018-12-19

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 Stone Andrew P 2. Issuer Name and Ticker or Trading Symbol REDWOOD TRUST INC [ RWT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) ONE BELVEDERE PLACE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2018 (Street) MILL VALLEY, CA94941 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 12/19/2018 M( 1 ) 37,047 A $ 15.21 ( 2 ) 85,062 D Common Stock 12/19/2018 S( 3 ) 15,000 D $ 15.25 ( 4 ) 70,062 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 Performance Stock Units $ 9.46 ( 5 ) 12/19/2018 M( 1 ) 28,707 ( 6 ) ( 7 ) Common Stock 28,707 $ 0 ( 1 ) 31,920 D Performance Stock Units $ 9.46 ( 5 ) 12/19/2018 F( 8 ) 31,920 ( 6 ) ( 7 ) Common Stock 31,920 $ 0 ( 1 ) 0 ( 9 ) D Deferred Stock Units $ 19.87 ( 5 ) 12/19/2018 M( 1 ) 8,340 ( 6 ) ( 7 ) Common Stock 8,340 $ 0 ( 1 ) 9,274 D Deferred Stock Units $ 19.87 ( 5 ) 12/19/2018 F( 8 ) 9,274 ( 6 ) ( 7 ) Common Stock 9,274 $ 0 ( 1 ) 0 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stone Andrew P ONE BELVEDERE PLACE, SUITE 300 MILL VALLEY, CA94941 General Counsel Signatures /s/ Andrew P. Stone 12/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction relates to the distribution and/or conversion of Performance Stock Units and Deferred Stock Units to common stock under the Executive Deferred Compensation Plan. ( 2 )Represents the value (per stock unit or share of common stock) of the distribution and/or conversion of Performance Stock Units and Deferred Stock Units to common stock under the Executive Deferred Compensation Plan, based on the fair market value of Redwood Trust, Inc. common stock on the transaction date. ( 3 )Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person earlier in 2018. ( 4 )This transaction was executed in multiple trades with prices ranging from $15.10 to $15.40, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. ( 5 )Represents fair value per stock unit of Performance Stock Units or Deferred Stock Units, based on the original grant date fair value determined at such time in accordance with FASB Accounting Standards Codification Topic 718. ( 6 )Performance Stock Units and Deferred Stock Units were subject to a mandatory holding period and conversion and/or distribution to the Reporting Person is at the time provided in the applicable deferral election form, in accordance with the terms and conditions of the Executive Deferred Compensation Plan. ( 7 )No expiration date is applicable to Performance Stock Units and Deferred Stock Units. ( 8 )This disposition transaction represents a Compensation Committee approved withholding of securities incident to the payment of income tax liability relating to the distribution and/or conversion of Performance Stock Units and/or Deferred Stock Units under the Executive Deferred Compensation Plan. ( 9 )Following these reported transactions, no other Performance Stock Units and/or Deferred Stock Units with the same original grant date are beneficially owned.

Remarks: This Form 4 is being filed in connection with the distribution and/or conversion of Performance Stock Units and Deferred Stock Units to common stock under the Redwood Trust, Inc. Executive Deferred Compensation Plan. The Performance Stock Units referred to in this Form 4 were originally granted to the Reporting Person on December 16, 2015 and vested, based on a designated Redwood Trust, Inc. performance-based vesting formula, after a three-year performance-based vesting period. Please refer to Item 5.02(e) on Form 8-K filed on December 17, 2015 by Redwood Trust, Inc. for the description of the terms of these PSUs.

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).

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