SEC FORM 3

SEC Form 3

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^*

Matera Fred

(Last)

(First)

(Middle)

1 BELVEDERE PLACE, SUITE 300

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2023

3. Issuer Name and Ticker or Trading Symbol
REDWOOD TRUST INC [ RWT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Investment Officer

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	25,792	I	Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Deferred Stock Units	⁽¹⁾	⁽²⁾	Common Stock	72,070⁽³⁾	7.38⁽⁵⁾	D
Deferred Stock Units	⁽¹⁾	⁽²⁾	Common Stock	471,598⁽⁴⁾	10.34⁽⁵⁾	D

Explanation of Responses:

1. Deferred Stock Units are subject to a mandatory holding period and will be delivered to the Participant at the time according to the terms and conditions of the Executive Deferred Compensation Plan.

2. No expiration date is applicable to deferred stock units.

3. Includes the 2020 annual director grant of deferred stock units and deferred stock units issued in lieu of compensation to the Reporting Person as a non-employee director at Redwood in 2020. These deferred stock units were 100% vested at grant.

4. Includes grants of deferred stock units awarded annually from 2020 to 2022 to the Reporting Person as an employee at Redwood and are generally subject to a 4-year vesting schedules.

5. Represents average grant date fair value of deferred stock units issued, based on the fair market value of RWT common stock on the grant dates under the Amended and Restated 2014 Incentive Award Plan.

	Attorney-In-Fact: /s/ Andrew P. Stone	02/23/2023
	** 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.
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