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

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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^*

Smith Peter A.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice 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		22,119	A	$0.00	22,119	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		7,716		⁽⁴⁾	⁽⁴⁾	Common Stock	7,716	$0.00	7,716	I	See Explanation of Responses⁽²⁾⁽³⁾

Explanation of Responses:

1. The shares of common stock ("Common Stock") of TPG RE Finance Trust, Inc. (the "Issuer") awarded to Mr. Peter A. Smith 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 Mr. Smith in connection with the Issuer's initial public offering.

2. On December 13, 2017, Mr. Smith 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 Mr. Smith 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 Mr. Smith as compensation for services Mr. Smith provided to the Issuer. The shares of Class A Common Stock are subject to the terms of a lock-up agreement entered into by Mr. Smith in connection with the Issuer's initial public offering.

3. The shares of Class A Common Stock awarded to Mr. Smith 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 Mr. Smith.

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 Mr. Smith 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 Peter A. Smith (5)	12/14/2017
	** Signature of Reporting Person	Date
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