SEC FORM 4

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^*

Guggenheim Greta

(Last)

(First)

(Middle)

C/O TPG RE FINANCE TRUST, INC.,

888 SEVENTH AVENUE, 35TH FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	12/13/2017		A		12,860	A	$0.00	22,860	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽²⁾⁽³⁾	⁽⁴⁾	12/13/2017		J		20,576		⁽⁴⁾	⁽⁴⁾	Common Stock	20,576	$0.00	29,950	I	See Explanation of Responses⁽²⁾⁽³⁾
Class A Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾		3,124	D

Explanation of Responses:

1. The shares of common stock ("Common Stock") of TPG RE Finance Trust, Inc. (the "Issuer") awarded to Ms. Greta Guggenheim will vest ratably in four annual installments beginning on June 30, 2018. The shares of Common Stock are subject to the terms of a lock-up agreement entered into by Ms. Guggenheim in connection with the Issuer's initial public offering.

2. On December 13, 2017, Ms. Guggenheim acquired shares of Class A common stock ("Class A Common Stock") of the Issuer from TPG RE Finance Trust Management, L.P. (the "Manager"), the Issuer's external manager, pursuant to a grant made by the Manager to Ms. Guggenheim in accordance with the terms of a compensatory plan adopted by the Manager. The Manager acquired the shares of Class A Common Stock prior to the completion of the Issuer's initial public offering and granted the shares to Ms. Guggenheim as compensation for services Ms. Guggenheim provided to the Issuer. The shares of Class A Common Stock are subject to the terms of a lock-up agreement entered into by Ms. Guggenheim in connection with the Issuer's initial public offering.

3. The shares of Class A Common Stock awarded to Ms. Guggenheim will vest ratably in four annual installments beginning on June 30, 2018. Upon vesting, the shares of Class A Common Stock will be delivered to Ms. Guggenheim.

4. 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.

Remarks:

(5) Matthew Coleman is signing on behalf of Ms. Guggenheim pursuant to the power of attorney dated July 5, 2017, which was previously filed with the Securities and Exchange Commission.

	/s/ Matthew Coleman, By: Matthew Coleman, on behalf of Greta Guggenheim (5)	12/14/2017
	** 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.