X0306 4 2013-05-01 0 0000930236 REDWOOD TRUST INC RWT 0001024553 Hughes Martin S 1 BELVEDERE PLACE SUITE 300 MILL VALLEY CA 94941 1 1 0 0 Chief Executive Officer Common Stock 2013-05-01 4 M 0 110875 22.82 A 235749 D Common Stock 5000 I by Spouse Deferred Stock Units 22.82 2013-05-01 4 M 0 110875 0 D Common Stock 110875 104625 D Deferred Stock Units 22.82 2013-05-01 4 F 0 104625 0 D Common Stock 104625 0 D This transaction relates to the distribution and/or conversion of Deferred Stock Units to common stock in the Executive Deferred Compensation Plan. Represents fair value of the distribution and/or conversion of Deferred Stock Units, based on the fair market value of RWT common stock on transaction date under the 2002 Incentive Plan. Shares were subject to a mandatory holding period and are being delivered to the Participant at the time provided in the Deferral Election Form, according to the terms and conditions of the Executive Deferred Compensation Plan. No expiration date is applicable to deferred stock units. This disposition transaction represents a Compensation Committee approved withholding of securities incident to the payment of tax liability relating to the distribution and/or conversion of Deferred Stock Units in the Executive Deferred Compensation Plan. Following these reported transactions, no other Deferred Stock Units with the same original grant date are beneficially owned. Martin S. Hughes 2013-05-01