REDWOOD TRUST INC — Director's Dealing 2017

May 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REDWOOD TRUST INC (RWT)
CIK: 0000930236
Period of Report: 2017-05-18

Reporting Person: BAUM RICHARD (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-18	Deferred Stock Units	$16.44	A	5778	Acquired		Common Stock (5778)	Direct

Footnotes

F1: Represents fair market value RWT common stock on transaction date under the 2014 Incentive Award Plan.

F2: This transaction relates to the grant of Deferred Stock Units.

F3: 100% vested at grant.

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 20, 2020.

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