SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sossen Andrew Jay

(Last)

(First)

(Middle)

C/O STARWOOD PROPERTY TRUST, INC.

591 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2010

3. Issuer Name and Ticker or Trading Symbol
STARWOOD PROPERTY TRUST, INC. [ STWD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,250⁽¹⁾	I	By SPT Investment, LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽²⁾	⁽³⁾	⁽⁴⁾	Common Stock	30,000⁽⁵⁾	⁽²⁾	I	By SPT Management, LLC⁽⁵⁾

Explanation of Responses:

1. Shares are held by SPT Investment, LLC, of which Starwood Capital Group Global, L.P. ("SCGG") is the sole member. In exchange for a capital contribution by Mr. Sossen to SCGG, SCGG allocated to Mr. Sossen an interest in these shares of the Company's common stock (the "Stock"), consisting of (i) the current right to receive any dividends declared and paid by Starwood Property Trust, Inc. (the "Company") with respect to its Stock, and (ii) the contingent right to receive these shares after the expiration of a lock up agreement between the Company and the underwriters of the Company's initial public offering on August 11, 2010, subject to certain other conditions.

2. Restricted Stock Units ("RSUs") are settlable in an equivalent number of shares of Stock upon the vesting of the RSUs.

3. Subject to the satisfaction of certain conditions described in footnote 5, 10,000 RSUs will vest as to Mr. Sossen on January 14, 2011, and 2,500 RSUs vest as to Mr. Sossen on each of the eight quarter end dates beginning on June 30, 2011.

4. Not applicable.

5. SPT Management, LLC ("Manager"), of which SCGG is the sole member, currently holds 1,037,500 RSUs (the "Manager RSUs"), which vest ratably in quarterly installments over a three-year period beginning on October 1, 2009, subject to the Manager's continued service as the manager of the Company. SCGG has granted Mr. Sossen an interest in 30,000 of the Manager RSUs (the "Sossen RSUs"), consisting of the right to receive from the Manager (i) the dividend equivalents paid by the Company with respect to RSUs, and (ii) the shares of Stock underlying the Sossen RSUs, in each case when the Sossen RSUs vest as to Mr. Sossen, which vesting is subject to (1) the prior or concurrent vesting of the related Manager RSUs to the Manager (and the corresponding issuance and delivery by the Company to the Manager of the underlying shares of Stock), and (2) Mr. Sossen's employment with SCGG as of the applicable vesting date.

Remarks:

	By: /s/ Andrew J. Sossen	01/20/2010
	** Signature of Reporting Person	Date
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 5 (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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