REDWOOD TRUST INC — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REDWOOD TRUST INC (RWT)
CIK: 0000930236
Period of Report: 2012-05-17

Reporting Person: TOENISKOETTER CHARLES J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-17	Deferred Stock Units	$12.31	A	6093	Acquired		Common Stock (6093)	Direct

Footnotes

F1: Represents fair market value RWT common stock on transaction date under the 2002 Incentive Plan.

F2: 100% vested at grant.

F3: Shares are subject to a minimum mandatory holding period and will be delivered to the Participant at the time provided in the Deferral Election but no sooner than May 1, 2016.

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