FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/19/2017 |
3. Issuer Name and Ticker or Trading Symbol
TPG RE Finance Trust, Inc. [ TRTX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class A Common Stock | (2) | (2) | Common Stock | 10,760 | (2) | I | See Explanation of Responses(1)(3)(4) |
Explanation of Responses: |
1. TPG RE Finance Trust Equity, L.P. ("TPG RE Finance Trust Equity") directly holds 926,951 shares of Class A common stock ("Class A Common Stock") of TPG RE Finance Trust, Inc. (the "Issuer"), including 10,760 shares of Class A Common Stock indirectly beneficially owned by Avi Banyasz (through his limited partnership interest in TPG RE Finance Trust Equity). The shares of Class A Common Stock reported herein include shares of Class A Common Stock to be received by TPG RE Finance Trust Equity upon payment of a stock dividend declared by the Issuer on July 3, 2017 with respect to holders of record on that date. |
2. Pursuant to the Articles of Amendment and Restatement of the Issuer, each share of Class A Common Stock is convertible at any time or from time to time, at the option of the holder, for one share of common stock ("Common Stock") of the Issuer. |
3. Mr. Banyasz is a TPG Partner. TPG is affiliated with TPG Holdings III, L.P., TPG/NJ (RE) Partnership, L.P., TPG RE Finance Trust Management, L.P. and TPG RE Finance Trust Equity (collectively, the "TPG Funds"), which collectively beneficially own shares of Common Stock. |
4. Mr. Banyasz disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the TPG Funds or any of their affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Banyasz is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer. |
Remarks: |
(5) Matthew Coleman is signing on behalf of Mr. Banyasz pursuant to the authorization and designation letter dated September 16, 2016, which was previously filed with the Securities and Exchange Commission. |
/s/ Matthew Coleman on behalf of Avi Banyasz (5) | 07/19/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |