Sec Form 4 Filing - Stone Andrew P @ REDWOOD TRUST INC - 2015-12-16

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) 1 BELVEDERE PLACE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2015 (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

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 Deferred Stock Units ( 1 ) $ 13.02 ( 2 ) 12/16/2015 A 26,881 ( 3 ) ( 4 ) Common Stock 26,881 $ 0 26,881 D Performance Stock Units ( 5 ) $ 9.46 ( 6 ) 12/16/2015 A 36,997 ( 7 ) ( 8 ) ( 9 ) Common Stock 36,997 $ 0 36,997 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stone Andrew P 1 BELVEDERE PLACE SUITE 300 MILL VALLEY, CA94941 General Counsel Signatures Andrew P. Stone 12/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction relates to the grant of Deferred Stock Units. ( 2 )Represents grant date fair value of the DSUs issued, based on the fair market value of RWT common stock on the transaction date under the 2014 Incentive Award Plan. ( 3 )25% vests 1/31/2017, 6.25% every quarter thereafter (beginning with the quarter end 3/31/2017). Fully vested 12/15/2019. ( 4 )No expiration date is applicable to deferred stock units. ( 5 )This transaction relates to the grant of Performance Stock Units ("PSUs"), which are performance-based equity awards. The number of underlying shares of common stock of Redwood Trust, Inc. ("Common Stock") that vest and that the recipient becomes entitled to receive at the time of vesting will generally range from 0% to 200% of a target number of PSUs granted, contingent on the achievement of a pre-established performance metric (with the target number of PSUs granted being adjusted to reflect the value of any dividends on Common Stock declared during the vesting period). Vesting of these PSUs will generally occur at the end of three years (on December 15, 2018) based on three-year total stockholder return. Please refer to Item 5.02(e) of the Current Report on Form 8-K filed on December 17, 2015 by Redwood Trust, Inc. for a description of the terms of these PSUs, which Item 5.02(e) qualifies, in its entirety, the description set forth in this footnote (5) and footnote (7) below. ( 6 )Represents grant date fair value of the PSUs issued. ( 7 )Represents the target number of PSUs granted. ( 8 )Vested shares, if any, will be delivered to the Participant no later than December 31, 2018. ( 9 )No expiration date is applicable to performance stock units.

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