SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Foley Robert

(Last)

(First)

(Middle)

C/O TPG RE FINANCE TRUST, INC.,

888 SEVENTH AVENUE, 35TH FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2017

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	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & Chief Risk Officer

5. 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 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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class A Common Stock	⁽²⁾	⁽²⁾	Common Stock	19,352⁽¹⁾	⁽²⁾	I	See Explanation of Responses⁽¹⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	⁽²⁾	⁽²⁾	Common Stock	4,825⁽³⁾	⁽²⁾	D⁽³⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

Remarks:

(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)	07/19/2017
	** 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 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).
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