REDWOOD TRUST INC — Director's Dealing 2012

May 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REDWOOD TRUST INC (RWT)
CIK: 0000930236
Period of Report: 2012-05-01

Reporting Person: BULL GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	M	82988	—	Acquired	788442.25	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Deferred Stock Units	$11.68	F	48942.69	Disposed		Common Stock (48942.69)	Direct
2012-05-01	Deferred Stock Units	$11.68	M	82988	Disposed		Common Stock (82988)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect
Common Stock	200	Indirect

Footnotes

F1: This transaction relates to the distribution and/or conversion of Deferred Stock Units to common stock 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 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, 2012.

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.