UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

 

 

 

Filed pursuant to Section 16(a) of the Securities Exchange act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

 

 

Form 4

OMB APPROVAL

OMB Number: 3235-0287

Expires: December 31, 2001

Estimated average burden

hours per response ..0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

 

 

(Print or Type Responses)

 

 

1 .Name and Address of Reporting Person*

VA Partners, L.L.C.

(See Note 1)
  1. Issuer Name and Ticker or Trading Symbol

    2. Redwood Trust, Inc. (RWT)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

______Director __XX__10% Owner

______Officer (give ______Other (specify title below) below)

____________________________

(Last) (First) (Middle)

One Maritime Plaza, Suite 1400

3. IRS Identification Number of Reporting Person, if an entity
(voluntary)
  • Statement for
    Month/Year

    • July 2001

    (Street)

    San Francisco, CA 94111

    5. If Amendment,
    Date of Original
    (Month/Year)

    7. Individual or Joint/Group Filing (Check Applicable Line)
    ___Form filed by One Reporting Person
    __X_Form filed by More than One Reporting Person

    (City) (State) (Zip)

    Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

    1. Title of Security
    (Instr. 4)

    2. Trans-
    action
    Date


    (Month/
    Day/
    Year)

    3. Trans-
    Action
    Code
    (Instr. 8)

     

     

    4. Securities Acquired (A)
    or Disposed of (D)
    (Instr. 3, 4 AND 5)

    5. Amount of
    Securities
    Beneficially
    Owned at
    End of Month

    (Instr. 3 and 4)

    6. Owner-
    ship
    Form:
    Direct
    (D) or
    Indirect
    (I)

    (Instr. 4)

    7. Nature of Indirect Beneficial Ownership



    (Instr. 4)

    Code

    V

    Amount

    (A) or

    (D)

    Price

    Common Stock

    7/12/01

    P

    10,500

    A

    23.57

    D & I

    See Note 2

    Common Stock

    7/12/01

    P

    300

    A

    23.62

    I

    See Note 3

    Common Stock

    7/27/01

    p

    38,800

    A

    23.55

    D & I

    See Note 2

    Common Stock

    7/27/01

    p

    1,200

    A

    23.56

    D & I

    See Note 2

    Common Stock

    7/30/01

    p

    9,700

    A

    23.07

    D & I

    See Note 2

    Common Stock

    7/30/01

    p

    300

    A

    23.07

    I

    See Note 3

    Common Stock

    7/31/01

    P

    15,000

    A

    23.26

    D & I

    See Note 2

    Common Stock

    7/31/01

    P

    500

    A

    23.26

    I

    See Note 3

    Common Stock

    8/1/01

    P

    V

    400

    A

    23.43

    I

    See Note 3

    Common Stock

    8/1/01

    P

    V

    14,000

    A

    23.39

    D & I

    See Note 2

    Common Stock

    8/2/01

    P

    V

    1,000

    A

    23.58

    I

    See Note 3

    Common Stock

    8/2/01

    P

    V

    200

    A

    23.63

    I

    See Note 3

    Common Stock

    8/2/01

    P

    V

    6,600

    A

    23.56

    D & I

    See Note 2

    Common Stock

    8/2/01

    P

    V

    30,700

    A

    23.57

    D & I

    See Note 2

    Common Stock

    8/3/01

    P

    200

    A

    23.64

    I

    See Note 3

    Common Stock

    8/6/01

    P

    100

    A

    23.72

    I

    See Note 3

    Common Stock

    8/7/01

    P

    750

    A

    23.59

    I

    See Note 3

    Common Stock

    8/8/01

    P

    100

    A

    23.72

    I

    See Note 3

    Common Stock

    8/3/01

    P

    6,300

    A

    23.57

    D & I

    See Note 2

    Common Stock

    8/6/01

    P

    3,900

    A

    23.57

    D & I

    See Note 2

    Common Stock

    8/7/01

    P

    24,250

    A

    23.57

    D & I

    See Note 2

    Common Stock

    8/8/01

    P

    1,600

    A

    23.58

    D & I

    See Note 2

    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 4(b)(v).

    Persons who respond to the collection of information contained (Over)
    in this form are not required to respond unless the form displays SEC 1474 (3-00)

    a currently valid OMB control number.

     

    Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)

    1. Title of
    Derivative Security
    (Instr. 4)

    2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security

    3. Trans-
    action
    Date


    (Month/
    Day/
    Year)

    4. Trans-
    action
    Code
    (Instr. 8)

     

     

     

     

     

     

    5. Number of Deriv-
    ative Securities Ac-
    quired (A) or Dis-
    posed of (D)
    (Instr. 3, 4, and 5)

    6. Date Exer-
    cisable and
    Expiration
    Date
    (Month/Day/
    Year).

    7. Title and Amount of Securities
    Underlying
    Derivative Security
    (Inst. 4)

    8. Price
    of
    Deriv-
    ative
    Secur-
    ity
    (Instr.
    5)

    9. Number
    of deriv-
    ative
    Secur-
    ities
    Bene-
    ficially
    Owned
    at End
    of
    Month
    (Instr. 4)

    10. Owner-
    ship
    Form of
    Deriv-
    ative
    Security:
    Direct
    (D) or
    Indirect
    (I)
    (Instr. 4)

    11. Nature of Indirect
    Beneficial Ownership
    (Instr. 5)

     

    Code

     

    V

     

    (A)

     

    (D)

    Date
    Exer-
    cisable

    Expira-
    tion
    Date

    Title

    Amount or
    Number of
    Shares

    Explanation of Responses:

    1. The reporting persons (the "Reporting Persons") consist of VA Partners, L.L.C. ("VA Partners"), ValueAct Capital Partners, L.P. ("ValueAct Partners"), Jeffrey W. Ubben, George F. Hamel, Jr. and Peter H. Kamin. ValueAct Partners is a Delaware limited partnership, the principal business of which is investing in securities. VA Partners is a Delaware limited liability company, the principal business of which is to render investment management services and to serve as the General Partner of ValueAct Partners. Messers. Ubben, Hamel and Kamin are each managing members, principal owners and controlling persons of VA Partners. The Reporting Persons disclaim membership in a group with any other person within the meaning of Rule 13d-5(b)(1) and Rule 16a-1(a)(1) under the Exchange Act.

    2. These securities are owned by ValueAct Partners. Each Reporting Person has only a pro rata interest in the securities with respect to which indirect beneficial ownership is reported and disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest.

    3. These securities are owned by investment advisory accounts of VA Partners or investment pools of which it is the investment adviser or general partner, other than ValueAct Partners. Each Reporting Person has only a pro rata interest in the securities with respect to which indirect beneficial ownership is reported and disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest.

    Dated: August 10, 2001

    ValueAct Capital Partners L.P., by

    VA Partners, L.L.C., its General Partner



    By: /s/ George F. Hamel, Jr.
    George F. Hamel, Jr.

    Managing Member
    VA Partners, L.L.C.

    VA Partners, L.L.C.




    By: /s/ George F. Hamel
    George F. Hamel, Jr.
    Managing Member

     

     

    /s/ Jeffrey W. Ubben
    Jeffrey W. Ubben

     

    /s/ George F. Hamel
    George F. Hamel, Jr.

     

    /s/ Peter H. Kamin
    Peter H. Kamin

    * 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

    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
    See Instruction 76 for procedure.

     

    Joint Filer Information

    Name: ValueAct Capital Partners L.P

    Address: One Maritime Plaza, Suite 1400, San Francisco, CA 94111

    Designated Filer: VA Partners, L.L.C.

    Issuer and Ticker Symbol: Redwood Trust, Inc. (RWT)

    Statement for Month/Year: July 2001

     

    ValueAct Capital Partners L.P., by

    VA Partners, L.L.C., its General Partner

    By: /s/ George F. Hamel
    George F. Hamel, Jr.
    Managing Member

     

    Name: George F. Hamel, Jr.

    Address: One Maritime Plaza, Suite 1400, San Francisco, CA 94111

    Designated Filer: VA Partners, L.L.C.

    Issuer and Ticker Symbol: Redwood Trust, Inc. (RWT)

    Statement for Month/Year: July 2001

     

    Signature: /s/ George F. Hamel

    George F. Hamel, Jr.

     

    Name: Jeffrey W. Ubben

    Address: One Maritime Plaza, Suite 1400, San Francisco, CA 94111

    Designated Filer: VA Partners, L.L.C.

    Issuer and Ticker Symbol: Redwood Trust, Inc. (RWT)

    Statement for Month/Year: July 2001

     

    Signature: /s/ Jeffrey W. Ubben

    Jeffrey W. Ubben

     

    Name: Peter H. Kamin

    Address: One Maritime Plaza, Suite 1400, San Francisco, CA 94111

    Designated Filer: VA Partners, L.L.C.

    Issuer and Ticker Symbol: Redwood Trust, Inc. (RWT)

    Statement for Month/Year: July 2001

     

    Signature: /s/ Peter H. Kamin

    Peter H. Kamin