REDWOOD TRUST INC — Director's Dealing 2012

Sep 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REDWOOD TRUST INC (RWT)
CIK: 0000930236
Period of Report: 2012-09-05

Reporting Person: Abate Christopher J (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-05	Deferred Stock Units	$14.49	A	17253	Acquired		Common Stock (17253)	Direct

Footnotes

F1: This transaction relates to the grant of Deferred Stock Units.

F2: Represents grant date fair value of the DSUs issued, based on the fair market value of RWT common stock on the transaction date under the 2002 Incentive Plan.

F3: 25% vests 10/1/2013, 6.25% every quarter thereafter. Fully vested 10/1/2016.

F4: No expiration date is applicable to deferred stock units.