REDWOOD TRUST INC — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REDWOOD TRUST INC (RWT)
CIK: 0000930236
Period of Report: 2011-05-02

Reporting Person: BULL GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-02	Common Stock	M	207259	—	Acquired	686787	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-02	Deferred Stock Units	$15.83	F	155414.23	Disposed		Common Stock (155414.23)	Direct
2011-05-02	Deferred Stock Units	$15.83	M	207259	Disposed		Common Stock (207259)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect
Common Stock	200	Indirect

Footnotes

F1: This acquisition or disposition transaction relates to the distribution and/or conversion of Deferred Stock Units in the Executive Deferred Compensation Plan.

F2: Represents fair value of the distribution and/or conversion of Deferred Stock Units, based on the fair market value RWT common stock on transaction date under the 2002 Incentive Plan.

F3: 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.

F4: Shares are subject to a mandatory holding period and will be 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.

F5: No expiration date is applicable to Deferred Stock Units.

F6: Following these reported transactions, no other Deferred Stock Units with the same original grant date are beneficially owned.