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REDWOOD TRUST INC Director's Dealing 2014

May 2, 2014

32460_dirs_2014-05-02_31bf7e19-eddb-4203-9547-1a35a95029e2.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REDWOOD TRUST INC (RWT)
CIK: 0000930236
Period of Report: 2014-05-01

Reporting Person: BAUM RICHARD (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-01 Common Stock M 3976.14 $21.8 Acquired 16976.14 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-01 Deferred Stock Units $15.09 M 3976.14 Disposed Common Stock (3976.14) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1758 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 to common stock based on the fair market value of RWT common stock on the business day prior to the transaction date.

F3: Represents fair value of Deferred Stock Units, based on the original grant date fair market value.

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, 2014.

F5: No expiration date is applicable to deferred stock units.