17. Stockholders’ Equity

The Company’s authorized capital stock consists of 100,000,000 shares of preferred stock, $0.01 par value per share, and 500,000,000 shares of common stock, $0.01 par value per share.

We issued common stock in public offerings as follows during the years ended December 31, 2016, 2015 and 2014:


	Shares issued	Price		Proceeds
Issuance date	(in thousands)	per share		(in thousands)
12/9/16	20,470	$	21.93	$	448,825
4/20/15	13,800		23.63		326,142
4/11/14	25,300		22.32		564,695

In May 2014, we established the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”), which provides stockholders with a means of purchasing additional shares of our common stock by reinvesting the cash dividends paid on our common stock and by making additional optional cash purchases. Shares of our common stock purchased under the DRIP Plan will either be issued directly by the Company or purchased in the open market by the plan administrator. The Company may issue up to 11 million shares of common stock under the DRIP Plan. During the years ended December 31, 2016, 2015 and 2014, shares issued under the DRIP Plan were not material.

In May 2014, we entered into an amended and restated At-The-Market Equity Offering Sales Agreement (the “ATM Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated to sell shares of the Company’s common stock of up to $500.0 million from time to time, through an “at the market” equity offering program. Sales of shares under the ATM Agreement are made by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices. During the years ended December 31, 2016 and 2015, there were no shares issued under the ATM Agreement. During the year ended December 31, 2014, we issued 1.5 million shares under the ATM Agreement for gross proceeds of $36.2 million.

In September 2014, our board of directors authorized and announced the repurchase of up to $250 million of our outstanding common stock over a period of one year. Subsequent amendments to the repurchase program approved by our board of directors in December 2014, June 2015 and January 2016 resulted in the program being (i) amended to increase maximum repurchases to $500.0 million, (ii) expanded to allow for the repurchase of our outstanding Convertible Notes under the program and (iii) extended through January 2017. Purchases made pursuant to the program are made in either the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases are discretionary and are subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. Refer to Note 25 for a discussion of subsequent events associated with our repurchase program.

During the year ended December 31, 2016, we repurchased $19.4 million aggregate principal amount of our 2017 Notes for $19.9 million (refer to Note 11). Also during the year ended December 31, 2016, we repurchased 1,052,889 shares of common stock for $19.7 million under the repurchase program. During the year ended December 31, 2015, we repurchased $118.6 million aggregate principal amount of our 2019 Notes for $136.3 million. Also during the year ended December 31, 2015, we repurchased 2,340,246 shares of common stock for $48.7 million under the repurchase program. During the year ended December 31, 2014, we repurchased 587,900 shares of common stock for $13.0 million and no Convertible Notes under the repurchase program. As of December 31, 2016, we had $262.2 million of remaining capacity to repurchase common stock and/or Convertible Notes under the repurchase program.

Underwriting and offering costs for the years ended December 31, 2016, 2015 and 2014 were $0.8 million, $0.9 million and $1.5 million, respectively, and are reflected as a reduction of additional paid in capital in the consolidated statements of equity.

Our board of directors declared the following dividends in 2016, 2015 and 2014:

Declaration Date

Record Date

Ex-Dividend Date

Payment Date

Amount

Frequency

11/2/16

12/30/16

12/28/16

1/13/17

0.48

Quarterly

8/4/16

9/30/16

9/28/16

10/17/16

0.48

Quarterly

5/9/16

6/30/16

6/28/16

7/15/16

0.48

Quarterly

2/25/16

3/31/16

3/29/16

4/15/16

0.48

Quarterly

11/5/15

12/31/15

12/29/15

1/15/16

0.48

Quarterly

8/4/15

9/30/15

9/28/15

10/15/15

0.48

Quarterly

5/5/15

6/30/15

6/26/15

7/15/15

0.48

Quarterly

2/25/15

3/31/15

3/27/15

4/15/15

0.48

Quarterly

11/5/14

12/31/14

12/29/14

1/15/15

0.48

Quarterly

8/6/14

9/30/14

9/26/14

10/15/14

0.48

Quarterly

5/6/14

6/30/14

6/26/14

7/15/14

0.48

Quarterly

2/24/14

3/31/14

3/27/14

4/15/14

0.48

Quarterly

Equity Incentive Plans

The Company currently maintains the Manager Equity Plan, which provides for the grant of stock options, stock appreciation rights, RSAs, RSUs and other equity‑based awards, including dividend equivalents, to our Manager. The Company also maintains the Starwood Property Trust, Inc. Equity Plan (the “Equity Plan”), which provides for the same types of equity‑based awards to individuals who provide services to the Company, including employees of our Manager. As of December 31, 2016, the maximum number of shares that may be made subject to awards granted under either the Manager Equity Plan or the Equity Plan, determined on a combined basis, was 2,262,760 shares.

The Company also maintains the Starwood Property Trust, Inc. Non‑Executive Director Stock Plan (“Non‑Executive Director Stock Plan”), which provides for the issuance of restricted stock, RSUs and other equity‑based awards to non‑executive directors. The 100,000 previously authorized shares of common stock have all been issued and there are zero shares available for issuance as of December 31, 2016. During the year ended December 31, 2016, 2,572 shares of RSUs were contingently issued to non-executive directors, with such awards expressly conditioned on approval of an increase in shares under the Non-Executive Director Stock Plan.

To date, we have only granted RSAs and RSUs under the three equity incentive plans. The holders of awards of RSAs or RSUs are entitled to receive dividends or “distribution equivalents,” which generally will be payable at such time dividends are paid on our outstanding shares of common stock.

The table below summarizes our share awards granted or vested under the Manager Equity Plan during the years ended December 31, 2016, 2015 and 2014 (dollar amounts in thousands):


Grant Date	Type	Amount Granted	Grant Date Fair Value		Vesting Period
May 2015	RSU	675,000	$	16,511	3 years
January 2014	RSU	489,281		14,776	3 years
January 2014	RSU	2,000,000		55,420	3 years
October 2012	RSU	875,000		19,854	3 years

During the years ended December 31, 2016, 2015 and 2014, we granted 389,237, 576,408 and 162,458 RSAs, respectively, under the Equity Plan to a select group of eligible participants which includes our employees and employees of our Manager who perform services for us. We also granted 47,463 RSUs during the year ended December 31, 2016. The awards were granted based on the market price of the Company’s common stock on the respective grant date and vest over a three-year period. Expenses related to the vesting of these awards are reflected in general and administrative expenses in our consolidated statements of operations. No RSUs were granted during the years ended December 31, 2015 and 2014.

The following shares of common stock were issued, without restriction, to our Manager as part of the incentive compensation due under the Management Agreement:


Timing of Issuance	Shares of Common Stock Issued	Price per share
November 2016	144,093	$	22.06
August 2016	65,211		21.99
May 2016	117,083		19.64
March 2016	606,166		18.02
November 2015	126,154		20.22
August 2015	95,696		21.82
May 2015	136,261		24.17
March 2015	387,299		24.39
November 2014	92,865		22.97
August 2014	86,328		23.49
May 2014	152,316		23.99
March 2014	138,288		23.92

The following table summarizes our share‑based compensation expenses during the years ended December 31, 2016, 2015 and 2014 (in thousands):


	For the year ended December 31,
	2016		2015		2014
Management fees:
Manager incentive fee	$	16,423	$	18,859	$	17,258
Manager Equity Plan		21,484		26,625		26,498
		37,907		45,484		43,756
General and administrative:
Non-Executive Director Stock Plan		435		360		294
Equity Plan		10,728		5,161		1,830
		11,163		5,521		2,124
Income tax effect		—		—		—
Total share-based compensation expense	$	49,070	$	51,005	$	45,880

Schedule of Non‑Vested Shares and Share Equivalents


	Non-Executive				Weighted Average
	Director		Manager		Grant Date Fair Value
	Stock Plan	Equity Plan	Equity Plan	Total	(per share)
Balance as of January 1, 2016	16,988	548,378	1,302,850	1,868,216	$	25.84
Granted	21,564	436,700	—	458,264		19.13
Vested	(20,764)	(410,905)	(1,021,600)	(1,453,269)		25.81
Forfeited	—	(52,837)	—	(52,837)		22.63
Balance as of December 31, 2016	17,788	521,336	281,250	820,374		22.34

The weighted average grant date fair value per share of grants during the years ended December 31, 2016, 2015 and 2014 was $19.13, $24.20 and $27.91, respectively.

Vesting Schedule


	Non-Executive Director Stock Plan	Equity Plan	Manager Equity Plan	Total
2017	17,788	314,111	225,000	556,899
2018	—	131,914	56,250	188,164
2019	—	75,311	—	75,311
Total	17,788	521,336	281,250	820,374

As of December 31, 2016, there was approximately $13.2 million of total unrecognized compensation costs related to unvested share‑based compensation arrangements which are expected to be recognized over a weighted average period of 0.9 years. The total fair value of shares vested during the years ended December 31, 2016, 2015 and 2014 were $30.2 million, $28.3 million and $28.6 million, respectively, as of the respective vesting dates.