X0206 3 2017-07-19 0 0001630472 TPG RE Finance Trust, Inc. TRTX 0001298783 Foley Robert C/O TPG RE FINANCE TRUST, INC., 888 SEVENTH AVENUE, 35TH FLOOR NEW YORK NY 10106 0 1 0 0 CFO & Chief Risk Officer Class A Common Stock Common Stock 19352 I See Explanation of Responses Class A Common Stock Common Stock 4825 D The 19,352 shares of Class A common stock ("Class A Common Stock") of TPG RE Finance Trust, Inc. (the "Issuer") reported herein include (i) 9,869 shares of Class A Common Stock that have been awarded by the Issuer's manager and will vest ratably in three annual installments beginning on June 30, 2018, (ii) 3,973 shares of Class A Common Stock that have been awarded by the Issuer's manager and will vest ratably in two annual installments beginning on August 17, 2017, (iii) 1,828 shares of Class A Common Stock that have been awarded by the Issuer's manager and will vest ratably in two annual installments beginning on December 31, 2017, and (iv) 3,682 shares of Class A Common Stock to be received by the Issuer's manager upon payment of a stock dividend declared by the Issuer on July 3, 2017 with respect to holders of record on that date. Upon vesting, the shares of Class A Common Stock will be delivered to Robert Foley. 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 ("Common Stock") of the Issuer. Includes 918 shares of Class A Common Stock to be received by Mr. Foley upon payment of a stock dividend declared by the Issuer on July 3, 2017 with respect to holders of record on that date. Mr. Foley is a TPG Managing Director. TPG is affiliated with TPG Holdings III, L.P., TPG/NJ (RE) Partnership, L.P., TPG RE Finance Trust Management, L.P. and TPG RE Finance Trust Equity, L.P. (collectively, the "TPG Funds"), which collectively beneficially own shares of Common Stock. Mr. Foley disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the TPG Funds or any of their affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Foley is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer. (6) Matthew Coleman is signing on behalf of Mr. Foley pursuant to the power of attorney dated July 5, 2017, which is attached hereto as an exhibit. /s/ Matthew Coleman on behalf of Robert Foley (6) 2017-07-19