SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PE Holder, L.L.C.
(Last) (First) (Middle)
591 WEST PUTNAM AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TPG RE Finance Trust, Inc. [ TRTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 05/08/2024 X 12,000,000 A $6.89 12,000,000 D(1)
Common Stock 05/08/2024 S(2) 9,352,941 D $8.84 2,647,059 D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $6.89 05/08/2024 X 12,000,000 05/28/2020 05/28/2025 Common Stock 12,000,000 $0 0 D(1)
1. Name and Address of Reporting Person*
PE Holder, L.L.C.
(Last) (First) (Middle)
591 WEST PUTNAM AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PE Holdings, L.L.C.
(Last) (First) (Middle)
591 WEST PUTNAM AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOF-XI U.S. Public MAR Holdings L.P.
(Last) (First) (Middle)
591 WEST PUTNAM AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Starwood XI Management Holdings GP, L.L.C.
(Last) (First) (Middle)
2340 COLLINS AVENUE
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Starwood XI Management, L.P.
(Last) (First) (Middle)
2340 COLLINS AVENUE
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Starwood XI Management GP, L.L.C.
(Last) (First) (Middle)
2340 COLLINS AVENUE
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents securities held by PE Holder, L.L.C. PE Holdings, L.L.C. is the sole member of PE Holder, L.L.C. SOF-XI U.S. Public MAR Holdings L.P. is the sole member of PE Holdings, L.L.C. Starwood XI Management Holdings GP, L.L.C. is the general partner of SOF-XI U.S. Public MAR Holdings L.P. Starwood XI Management, L.P. is the sole member of Starwood XI Management Holdings GP, L.L.C. Starwood XI Management GP, L.L.C. is the general partner of Starwood XI Management, L.P. Starwood Capital Group Global II, L.P. is the sole member of Starwood XI Management GP, L.L.C. SCGG II GP, L.L.C. is the general partner of Starwood Capital Group Global II, L.P. Starwood Capital Group Holdings GP, L.L.C. is the sole member of SCGG II GP, L.L.C. BSS SCG GP Holdings, LLC is the sole member of Starwood Capital Group Holdings GP, L.L.C. Barry S. Sternlicht is the managing member of BSS SCG GP Holdings, LLC.
2. On May 8, 2024, PE Holder, L.L.C. exercised a warrant to purchase 12,000,000 shares of the Issuer's common stock at an adjusted exercise price of $6.89 per share. PE Holder, L.L.C. paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 9,352,941 of the warrant shares to pay the exercise price and issuing to PE Holder, L.L.C. the remaining 2,647,059 shares.
Remarks:
This Form 4 is being filed in conjunction with the Form 4 filed simultaneously by: Starwood Capital Group Global II, L.P.; SCGG II GP, L.L.C; Starwood Capital Group Holdings GP, L.L.C.; BSS SCG GP Holdings, LLC; and Barry S. Sternlicht. These Forms 4 are being filed separately due to a 10-reporting-person limit imposed on Forms 4 by the SEC EDGAR filing system.
PE HOLDER, L.L.C., By: /s/ Ethan Bing, Managing Director 05/10/2024
PE HOLDINGS, L.L.C., By: /s/ Ethan Bing, Managing Director 05/10/2024
SOF-XI U.S. PUBLIC MAR HOLDINGS, L.P., By: Starwood XI Management Holdings GP, L.L.C., its General Partner, By: /s/ Ethan Bing, Managing Director 05/10/2024
STARWOOD XI MANAGEMENT HOLDINGS GP, L.L.C., By: /s/ Ethan Bing, Managing Director 05/10/2024
STARWOOD XI MANAGEMENT, L.P., By: Starwood XI Management GP, L.L.C., its General Partner, By: /s/ Ethan Bing, Managing Director 05/10/2024
STARWOOD XI MANAGEMENT GP, L.L.C., By: /s/ Ethan Bing, Managing Director 05/10/2024
** 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 4 (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.
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