SEC Form 4

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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* STERNLICHT BARRY S (Last) (First) (Middle) C/O STARWOOD PROPERTY TRUST, INC. 591 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol STARWOOD PROPERTY TRUST, INC. [ STWD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO, Chairman Board Directors
	3. Date of Earliest Transaction (Month/Day/Year) 10/01/2009
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/01/2009		J		25,000(1)	D	$0.00	975,000	I	By controlled entities(2)
Common Stock	10/15/2010		J		25,000(3)	D	$0.00	1,267,584	I	By controlled entities(2)
Common Stock	06/17/2013		J		475(4)	D	$0.00	869,182	I	By controlled entities(2)
Common Stock	06/30/2013		J		2,100(5)	D	$0.00	1,056,583	I	By controlled entities(2)
Common Stock	11/22/2013		A		89,269(6)	A	(6)	1,268,956	I	By controlled entities(2)
Common Stock								1,623,543	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(7)	01/31/2014		A		489,281		(8)	(8)	Common Stock	489,281	$0.00	2,999,699	I	By controlled entities(2)

Explanation of Responses:

1. On October 1, 2009, SPT Management LLC, the issuer's external manager (the "Manager"), distributed 25,000 shares of the issuer's common stock to certain employees and other individuals having an affiliation with the Manager.

2. Represents shares held by the Manager and SFIP, L.P. ("SFIP"). Starwood Capital Group Global, L.P. ("SCGG") is the sole member of the Manager. Mr. Sternlicht is the controlling partner of each of SCGG and SFIP.

3. On October 15, 2010, the Manager distributed 25,000 shares of the issuer's common stock to certain employees and other individuals having an affiliation with the Manager.

4. On June 17, 2013, the Manager distributed 475 shares of the issuer's common stock to certain employees and other individuals having an affiliation with the Manager.

5. On June 30, 2013, the Manager distributed 2,100 shares of the issuer's common stock to certain employees and other individuals having an affiliation with the Manager.

6. Restricted shares of the issuer's common stock granted to the Manager as payment of 50% of the incentive fee as required by the Management Agreement between the issuer and the Manager.

7. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

8. On January 31, 2014, the issuer granted the Manager an award under the Starwood Property Trust, Inc. Manager Equity Plan consisting of these restricted stock units in connection with the distribution of common shares of Starwood Waypoint Residential Trust to holders of shares of common stock of the issuer on January 24, 2014. This award will vest on the same schedule applicable to the restricted stock units held by the Manager as of the grant date, subject to the Manager's continued service as the manager of the issuer. As such restricted stock units vest, the award will be settled in shares of common stock of the issuer promptly, but in no event later than 30 days, following the applicable vesting date.

	/s/ Barry S. Sternlicht	03/28/2014
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.