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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* STARWOOD CAPITAL GROUP GLOBAL II, L.P. (Last) (First) (Middle) 1601 WASHINGTON AVENUE, SUITE 800 (Street) MIAMI BEACH FL 33139 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/28/2020	3. Issuer Name and Ticker or Trading Symbol TPG RE Finance Trust, Inc. [ TRTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
11.0% Series B Cumulative Redeemable Preferred Stock(1)(2)(3)	9,000,000	I	See Footnote(6)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(1)(2)(3)	05/28/2020(4)	05/28/2025	Common Stock	12,000,000(4)(5)	$7.5(5)	I	See Footnote(6)

1. Name and Address of Reporting Person* STARWOOD CAPITAL GROUP GLOBAL II, L.P. (Last) (First) (Middle) 1601 WASHINGTON AVENUE, SUITE 800 (Street) MIAMI BEACH FL 33139 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCGG II GP, L.L.C. (Last) (First) (Middle) 1601 WASHINGTON AVENUE SUITE 800 (Street) MIAMI BEACH FL 33139 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Starwood Capital Group Holdings GP, L.L.C. (Last) (First) (Middle) 1601 WASHINGTON AVENUE SUITE 800 (Street) MIAMI BEACH FL 33139 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BSS SCG GP Holdings, LLC (Last) (First) (Middle) 1601 WASHINGTON AVENUE SUITE 800 (Street) MIAMI BEACH FL 33139 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STERNLICHT BARRY S (Last) (First) (Middle) STARWOOD CAPITAL GROUP GLOBAL LP 1601 WASHINGTON AVENUE, SUITE 800 (Street) MIAMI BEACH FL 33139 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On May 28, 2020, in connection with the Investment Agreement entered into on the same day between PE Holder, L.L.C. and the Issuer (the "Investment Agreement"), PE Holder, L.L.C. purchased and acquired from the Issuer 9,000,000 shares of the Issuer's 11.0% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") and warrants ("Warrants") to purchase up to 12,000,000 shares of the Issuer's common stock ("Common Stock") for an aggregate purchase price equal to $225,000,000. Shares of Series B Preferred Stock are not convertible into shares of Common Stock.

2. Under the terms of the Investment Agreement, subject to certain material conditions outside of the Reporting Persons' or Issuer's control, the Issuer has the option, on or prior to December 31, 2020, to issue, sell, and deliver to the Purchaser (a) a second tranche of securities, including 2,000,000 shares of Series B Preferred Stock and Warrants to purchase up to 1,500,000 shares of Common Stock, for an aggregate purchase price equal to $50,000,000; and (b) a third tranche of securities, including 2,000,000 shares of Series B Preferred Stock and Warrants to purchase up to 1,500,000 shares of Common Stock, for an aggregate purchase price equal to $50,000,000. [continued in footnote 3]

3. [continued from footnote 2] In light of the material conditions on the Issuer's ability to sell the second and third tranche of securities to the Reporting Persons, consistent with Rule 16a-1(c), the Reporting Persons' possible future obligations to buy Series B Preferred Stock and Warrants in the second and third tranches are not considered "derivative securities" for purposes of Section 16 of the Securities Exchange Act of 1934 and accordingly are not reported herein.

4. Subject to certain limitations, the Reporting Persons cannot exercise any Warrant to the extent that such exercise or resulting issuance of shares of Common Stock would result in the Reporting Persons beneficially owning in excess of 19.9% of the Stockholder Voting Power (as defined in the Warrant Agreement).

5. The exercise price of the Warrants and shares of Common Stock issuable upon exercise of the Warrants are subject to customary adjustments. The Warrants are exercisable on a net settlement basis.

6. Represents securities held by PE Holder, L.L.C. PE Holdings, L.L.C. is the sole member of PE Holder L.L.C. SOF-XI U.S. Public MAR Holdings L.P. is the sole member of PE Holdings, L.L.C. Starwood XI Management Holdings GP, L.L.C. is the general partner of SOF-XI U.S. Public MAR Holdings L.P. Starwood XI Management, L.P. is the sole member of Starwood XI Management Holdings GP, L.L.C. Starwood XI Management GP, L.L.C. is the general partner of Starwood XI Management, L.P. Starwood Capital Group Global II, L.P. is the sole member of Starwood XI Management GP, L.L.C. SCGG II GP, L.L.C. is the general partner of Starwood Capital Group Global II, L.P. Starwood Capital Group Holdings GP, L.L.C. is the sole member of SCGG II GP, L.L.C. BSS SCG GP Holdings, LLC is the sole member of Starwood Capital Group Holdings GP, L.L.C. Barry S. Sternlicht is the managing member of BSS SCG GP Holdings, LLC.

Remarks:

This Form 3 is being filed in conjunction with the Form 3 filed simultaneously by: PE Holder, L.L.C.; PE Holdings, L.L.C.; SOF-XI U.S. Public MAR Holdings L.P.; Starwood XI Management Holdings GP, L.L.C.; Starwood XI Management, L.P.; and Starwood XI Management GP, L.L.C. These Forms 3 are being filed separately due to a 10 reporting person limit imposed on Forms 3 by the SEC EDGAR filing system.

	STARWOOD CAPITAL GROUP GLOBAL II, L.P., By: SCGG II GP, L.L.C., its General Partner, By: /s/ Ethan Bing, Managing Director	06/08/2020
	SCGG II GP, L.L.C., By: /s/ Ethan Bing, Managing Director	06/08/2020
	STARWOOD CAPITAL GROUP HOLDINGS GP, L.L.C., By: /s/ Ethan Bing, Managing Director	06/08/2020
	BSS SCG GP HOLDINGS, LLC, By: /s/ Barry S. Sternlicht, Managing Member	06/08/2020
	/s/ Barry S. Sternlicht	06/08/2020
	** 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).
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.