ZELNICK STRAUSS

SEC source: 0001127602-23-013010 · form4.xml · nonDerivative · entry 2

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: No plan indicated

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 327,970

F4 · kind: All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on December 7, 2022 by ZelnickMedia in relation to the vesting of restricted units granted pursuant to the Management Agreement. Such plan was entered into prior to the effectiveness of the revised requirements of Rule 10b5-1(c). In compliance with SEC guidance, the Reporting Person has not checked the box above but states that the Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

F5 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F6 · shares: On April 13, 2023, 134,016 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 7, 2022 by ZelnickMedia, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F7 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $120.70 to $121.51, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

SEC source: 0001127602-23-013010 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: No plan indicated

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 331,029

F1 · security: EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 134,016 restricted units previously granted to ZelnickMedia Corporation ("ZelnickMedia") on April 13, 2021 under the Management Agreement, dated effective January 1, 2018, between the issuer and ZelnickMedia (the "Management Agreement"), and the sale of shares of Common Stock by ZelnickMedia, including in order to satisfy the tax obligations arising from such vesting, pursuant to a Rule 10b5-1 trading plan adopted on December 7, 2022 by ZelnickMedia, (ii) the forfeiture of 40,985 performance-based restricted units previously granted to ZelnickMedia on April 13, 2021 under the Management Agreement due to the failure to meet certain performance conditions, and (iii) the distribution by ZelnickMedia to certain of its employees of 65,665 shares of Common Stock received by ZelnickMedia upon such vesting in accordance with the customary historical practices of ZelnickMedia, in each case as further described below.

F2 · shares: Represents the forfeiture of 40,985 performance-based restricted units previously granted to ZelnickMedia on April 13, 2021 due to the failure to meet certain performance conditions.

F3 · balance_after: Represents 197,013 restricted units and 134,016 shares of Common Stock held directly by ZelnickMedia (in each case after giving effect to the forfeiture and vesting described in footnote (2) above and footnote (6) below), of which Mr. Zelnick is a partner (and such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001104659-22-105285 · tm2227266-6_4seq1.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 63,157

F1 · shares: Represents restricted shares of the issuer's common stock vesting on September 29, 2023.

F2 · price: The issuer granted these shares to Mr. Zelnick pursuant to the Starwood Property Trust, Inc. 2022 Equity Plan.

SEC source: 0001127602-22-016728 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By ZMC Advisors, L.P.

Disclosed balance after: 675,684

F1 · shares: In accordance with the previously disclosed Management Agreement (as defined and described in Footnote (2) below), represents the grant of (a) 188,665 restricted units to ZMC Advisors, L.P. ("ZMC Advisors") pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "Transition Period Grant Agreement (2 Year Cliff Vest)"), (b) 206,517 restricted units to ZMC Advisors pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "Transition Period Grant Agreement (3 Year Cliff Vest)"), and (c) 280,502 restricted units to ZMC Advisors pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "New Grant Agreement" and together with the Transition Period Grant Agreement (2 Year Cliff Vest) and the Transition Period Grant Agreement (3 Year Cliff Vest), the "Restricted Unit Agreements"). The Transition Period Grant Agreement (2 Year Cliff Vest) includes (i) 37,733 time-based restricted units that are scheduled to vest on June 1, 2024 and (ii) 150,932 performance-based restricted units that are scheduled to vest on June 1, 2024. The Transition Period Grant Agreement (3 Year Cliff Vest) includes (i) 41,303 time-based restricted units that are scheduled to vest on June 1, 2025 and (ii) 165,214 performance-based restricted units that are scheduled to vest on June 1, 2025. The New Grant Agreement includes (i) 56,100 time-based restricted units that are scheduled to vest in equal installments on June 1, 2023, June 1, 2024 and June 1, 2025 and (ii) 224,402 performance-based restricted units that are scheduled to vest on June 1, 2025. Further information regarding the Restricted Unit Agreements and the restricted units, including the vesting schedule, is available in the Company's Current Report on Form 8-K filed with the Commission on May 5, 2022. The 675,684 restricted units reported herein are held directly by ZMC Advisors, L.P., of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZMC Advisors, L.P. except to the extent of his pecuniary interest therein.

F1 · ownership.nature: In accordance with the previously disclosed Management Agreement (as defined and described in Footnote (2) below), represents the grant of (a) 188,665 restricted units to ZMC Advisors, L.P. ("ZMC Advisors") pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "Transition Period Grant Agreement (2 Year Cliff Vest)"), (b) 206,517 restricted units to ZMC Advisors pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "Transition Period Grant Agreement (3 Year Cliff Vest)"), and (c) 280,502 restricted units to ZMC Advisors pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "New Grant Agreement" and together with the Transition Period Grant Agreement (2 Year Cliff Vest) and the Transition Period Grant Agreement (3 Year Cliff Vest), the "Restricted Unit Agreements"). The Transition Period Grant Agreement (2 Year Cliff Vest) includes (i) 37,733 time-based restricted units that are scheduled to vest on June 1, 2024 and (ii) 150,932 performance-based restricted units that are scheduled to vest on June 1, 2024. The Transition Period Grant Agreement (3 Year Cliff Vest) includes (i) 41,303 time-based restricted units that are scheduled to vest on June 1, 2025 and (ii) 165,214 performance-based restricted units that are scheduled to vest on June 1, 2025. The New Grant Agreement includes (i) 56,100 time-based restricted units that are scheduled to vest in equal installments on June 1, 2023, June 1, 2024 and June 1, 2025 and (ii) 224,402 performance-based restricted units that are scheduled to vest on June 1, 2025. Further information regarding the Restricted Unit Agreements and the restricted units, including the vesting schedule, is available in the Company's Current Report on Form 8-K filed with the Commission on May 5, 2022. The 675,684 restricted units reported herein are held directly by ZMC Advisors, L.P., of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZMC Advisors, L.P. except to the extent of his pecuniary interest therein.

F2 · ownership.nature: On May 3, 2022, the Company entered into a Management Agreement (the "Management Agreement"), with ZelnickMedia Corporation ("ZelnickMedia"), which became effective on May 23, 2022, which was the closing date of the Company's acquisition of Zynga Inc. (the "Effective Date"). On May 21, 2022, ZelnickMedia assigned all of its rights and obligations and other liabilities under the Management Agreement (other than the 2022 Portion of Fiscal 2023 (as defined in the Management Agreement) and any portion of the Management Fee (as defined in the Management Agreement) in respect of periods on or prior to the Effective Date) from ZelnickMedia to ZMC Advisors pursuant to Section 16 of the Management Agreement. Such assignment included the right to receive the restricted units pursuant to the Restricted Unit Agreements described in Footnote (1) above.

SEC source: 0001127602-22-012305 · form4.xml · nonDerivative · entry 3

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 110,052

F4 · shares: Mr. Zelnick received 40,103 shares pursuant to a distribution, as further described in Footnote (2) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F4 · price: Mr. Zelnick received 40,103 shares pursuant to a distribution, as further described in Footnote (2) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F5 · balance_after: Represents 110,052 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F5 · ownership.nature: Represents 110,052 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

SEC source: 0001127602-22-012305 · form4.xml · nonDerivative · entry 2

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F4 · shares: Mr. Zelnick received 40,103 shares pursuant to a distribution, as further described in Footnote (2) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F4 · price: Mr. Zelnick received 40,103 shares pursuant to a distribution, as further described in Footnote (2) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F4 · balance_after: Mr. Zelnick received 40,103 shares pursuant to a distribution, as further described in Footnote (2) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

SEC source: 0001127602-22-012305 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 372,014

F1 · security: EXPLANATORY NOTE: The Reporting Person filed a Form 4 on April 15, 2022 to report the annual grant and vesting of restricted units to ZelnickMedia Corporation ("ZelnickMedia") under the terms of the Management Agreement, dated as of November 17, 2017, and effective January 1, 2018 (the "Management Agreement"), between the issuer and ZelnickMedia. This Form 4 reports the distribution by ZelnickMedia to certain of its employees of 65,053 shares of Common Stock received by ZelnickMedia upon such vesting in accordance with the customary historical practices of ZelnickMedia. Such distributed Common Stock remains subject to the voting obligations and transfer restrictions of the Voting Agreement that ZelnickMedia entered into with the issuer and Zynga Inc. on January 9, 2022 in connection with the issuer's pending merger transaction with Zynga Inc.

F2 · kind: As previously reported, on April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. On April 19, 2022, ZelnickMedia distributed a total of 65,053 shares received upon such vesting to certain of its employees, including 40,103 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F2 · shares: As previously reported, on April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. On April 19, 2022, ZelnickMedia distributed a total of 65,053 shares received upon such vesting to certain of its employees, including 40,103 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F2 · balance_after: As previously reported, on April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. On April 19, 2022, ZelnickMedia distributed a total of 65,053 shares received upon such vesting to certain of its employees, including 40,103 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F3 · balance_after: Represents 372,014 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F2 · ownership.nature: As previously reported, on April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. On April 19, 2022, ZelnickMedia distributed a total of 65,053 shares received upon such vesting to certain of its employees, including 40,103 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F3 · ownership.nature: Represents 372,014 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-22-012000 · form4.xml · nonDerivative · entry 6

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 437,067

F2 · kind: All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan previously established by ZelnickMedia in relation to the vesting of restricted units granted pursuant to the Management Agreement.

F7 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F8 · shares: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F12 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $139.67 to $139.93, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F8 · balance_after: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F13 · balance_after: Represents 372,014 restricted units and 65,053 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F8 · ownership.nature: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F13 · ownership.nature: Represents 372,014 restricted units and 65,053 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-22-012000 · form4.xml · nonDerivative · entry 5

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 437,974

F2 · kind: All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan previously established by ZelnickMedia in relation to the vesting of restricted units granted pursuant to the Management Agreement.

F7 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F8 · shares: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F11 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $138.67 to $139.67, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F8 · balance_after: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F8 · ownership.nature: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

SEC source: 0001127602-22-012000 · form4.xml · nonDerivative · entry 4

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 526,647

F2 · kind: All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan previously established by ZelnickMedia in relation to the vesting of restricted units granted pursuant to the Management Agreement.

F7 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F8 · shares: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F10 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $137.66 to $138.66, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F8 · balance_after: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F8 · ownership.nature: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

SEC source: 0001127602-22-012000 · form4.xml · nonDerivative · entry 3

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 574,842

F2 · kind: All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan previously established by ZelnickMedia in relation to the vesting of restricted units granted pursuant to the Management Agreement.

F7 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F8 · shares: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F9 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $136.61 to $137.61, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F8 · balance_after: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F8 · ownership.nature: On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

SEC source: 0001127602-22-012000 · form4.xml · nonDerivative · entry 2

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 589,440

F5 · shares: Represents the forfeiture of 55,126 performance-based restricted units previously granted to ZelnickMedia on April 13, 2020 due to the failure to meet certain performance conditions.

F5 · balance_after: Represents the forfeiture of 55,126 performance-based restricted units previously granted to ZelnickMedia on April 13, 2020 due to the failure to meet certain performance conditions.

F6 · balance_after: Represents 372,014 restricted units and 217,426 shares of Common Stock held directly by ZelnickMedia (in each case after giving effect to the forfeiture and vesting described in footnote (5) above and footnote (8) below), of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F5 · ownership.nature: Represents the forfeiture of 55,126 performance-based restricted units previously granted to ZelnickMedia on April 13, 2020 due to the failure to meet certain performance conditions.

F6 · ownership.nature: Represents 372,014 restricted units and 217,426 shares of Common Stock held directly by ZelnickMedia (in each case after giving effect to the forfeiture and vesting described in footnote (5) above and footnote (8) below), of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-22-012000 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 644,566

F1 · security: EXPLANATORY NOTE: This Form 4 relates to the annual grant and vesting of restricted units to ZelnickMedia Corporation ("ZelnickMedia") under the terms of the Management Agreement, dated as of November 17, 2017, and effective January 1, 2018 (the "Management Agreement"), between the issuer and ZelnickMedia and reflects (i) the grant of 197,013 restricted units to ZelnickMedia on April 13, 2022 pursuant to the terms of the Management Agreement, (ii) the vesting of 217,426 restricted units previously granted to ZelnickMedia on April 13, 2020 under the Management Agreement and the sale of shares of Common Stock by ZelnickMedia, including in order to satisfy the tax obligations arising from such vesting, pursuant to a previously established Rule 10b5-1 trading plan and (iii) the forfeiture of 55,126 performance-based restricted units previously granted to ZelnickMedia on April 13, 2020 under the Management Agreement due to the failure to meet certain performance conditions, in each case as further described below.

F3 · shares: Represents the grant of 197,013 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2022. Includes 57,197 time-based restricted units that are scheduled to vest on April 13, 2024 and 139,816 performance-based restricted units that are scheduled to vest on April 13, 2024. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on April 13, 2022.

F3 · balance_after: Represents the grant of 197,013 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2022. Includes 57,197 time-based restricted units that are scheduled to vest on April 13, 2024 and 139,816 performance-based restricted units that are scheduled to vest on April 13, 2024. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on April 13, 2022.

F4 · balance_after: Represents 644,566 restricted units held directly by ZelnickMedia (prior to giving effect to the forfeiture and vesting of certain restricted units described in footnotes (5) and (8)), of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F3 · ownership.nature: Represents the grant of 197,013 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2022. Includes 57,197 time-based restricted units that are scheduled to vest on April 13, 2024 and 139,816 performance-based restricted units that are scheduled to vest on April 13, 2024. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on April 13, 2022.

F4 · ownership.nature: Represents 644,566 restricted units held directly by ZelnickMedia (prior to giving effect to the forfeiture and vesting of certain restricted units described in footnotes (5) and (8)), of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001104659-21-121999 · tm2128907-6_4seq1.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,270

F1 · shares: Represents restricted shares of the issuer's common stock vesting on September 29, 2022.

F2 · price: The issuer granted these shares to Mr. Zelnick pursuant to the Starwood Property Trust, Inc. 2017 Equity Plan.

SEC source: 0001127602-21-013754 · form4.xml · nonDerivative · entry 9

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 69,949

F18 · shares: Mr. Zelnick received 38,208 shares pursuant to a distribution, as further described in Footnote (16) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F18 · price: Mr. Zelnick received 38,208 shares pursuant to a distribution, as further described in Footnote (16) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F19 · balance_after: Represents 69,949 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 38,208 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (16) above, which were then contributed to the Zelnick/Belzberg Living Trust. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F19 · ownership.nature: Represents 69,949 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 38,208 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (16) above, which were then contributed to the Zelnick/Belzberg Living Trust. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-013754 · form4.xml · nonDerivative · entry 8

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F18 · shares: Mr. Zelnick received 38,208 shares pursuant to a distribution, as further described in Footnote (16) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F18 · price: Mr. Zelnick received 38,208 shares pursuant to a distribution, as further described in Footnote (16) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F18 · balance_after: Mr. Zelnick received 38,208 shares pursuant to a distribution, as further described in Footnote (16) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

SEC source: 0001127602-21-013754 · form4.xml · nonDerivative · entry 7

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 447,553

F16 · kind: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 44,331 shares received upon vesting to its employees, including 38,208 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F16 · shares: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 44,331 shares received upon vesting to its employees, including 38,208 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F16 · balance_after: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 44,331 shares received upon vesting to its employees, including 38,208 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F17 · balance_after: Represents 447,553 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F16 · ownership.nature: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 44,331 shares received upon vesting to its employees, including 38,208 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F17 · ownership.nature: Represents 447,553 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-013754 · form4.xml · nonDerivative · entry 6

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 491,884

F6 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F7 · shares: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F14 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $184.67 to $185.63, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F7 · balance_after: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F15 · balance_after: Represents 447,553 restricted units and 44,331 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F7 · ownership.nature: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F15 · ownership.nature: Represents 447,553 restricted units and 44,331 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-013754 · form4.xml · nonDerivative · entry 5

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 500,748

F6 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F7 · shares: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F12 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $183.66 to $184.60, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F7 · balance_after: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F13 · balance_after: Represents 447,553 restricted units and 53,195 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F7 · ownership.nature: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F13 · ownership.nature: Represents 447,553 restricted units and 53,195 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-013754 · form4.xml · nonDerivative · entry 4

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 537,265

F6 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F7 · shares: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F10 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $182.65 to $183.65, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F7 · balance_after: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F11 · balance_after: Represents 447,553 restricted units and 89,712 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F7 · ownership.nature: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F11 · ownership.nature: Represents 447,553 restricted units and 89,712 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-013754 · form4.xml · nonDerivative · entry 3

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 643,087

F6 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F7 · shares: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F8 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $181.64 to $182.64, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F7 · balance_after: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F9 · balance_after: Represents 447,553 restricted units and 195,534 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F7 · ownership.nature: On April 13, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 15, 2019. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F9 · ownership.nature: Represents 447,553 restricted units and 195,534 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-013754 · form4.xml · nonDerivative · entry 2

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 762,868

F4 · shares: Represents the grant of 175,001 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2021. Includes 50,807 time-based restricted units that are scheduled to vest on April 13, 2023 and 124,194 performance-based restricted units that are scheduled to vest on April 13, 2023. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on April 13, 2021.

F4 · balance_after: Represents the grant of 175,001 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2021. Includes 50,807 time-based restricted units that are scheduled to vest on April 13, 2023 and 124,194 performance-based restricted units that are scheduled to vest on April 13, 2023. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on April 13, 2021.

F5 · balance_after: Represents 762,868 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F4 · ownership.nature: Represents the grant of 175,001 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2021. Includes 50,807 time-based restricted units that are scheduled to vest on April 13, 2023 and 124,194 performance-based restricted units that are scheduled to vest on April 13, 2023. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on April 13, 2021.

F5 · ownership.nature: Represents 762,868 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-013754 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 31,741

F1 · security: EXPLANATORY NOTE: This Form 4 primarily relates to the grant of restricted stock units to ZelnickMedia Corporation ("ZelnickMedia") on April 13, 2021 and the vesting of restricted stock units previously granted to ZelnickMedia in April 2019 and the sale of shares, including in order to satisfy the tax obligations arising from such vesting, pursuant to a previously established Rule 10b5-1 trading plan, as further described below.

F2 · shares: Represents a charitable gift/transfer of shares of Common Stock to a 501(c)(3) organization.

F3 · balance_after: Represents 31,741 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F3 · ownership.nature: Represents 31,741 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-006279 · form4.xml · nonDerivative · entry 5

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Wendy Jay Belzberg 2012 Family Trust

Disclosed balance after: 71,551

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F6 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $197.11 to $197.53, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

F7 · ownership.nature: Represents 71,551 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Wendy Jay Belzberg 2012 Family Trust except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-006279 · form4.xml · nonDerivative · entry 4

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Wendy Jay Belzberg 2012 Family Trust

Disclosed balance after: 73,130

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F5 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $196.00 to $196.90, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

SEC source: 0001127602-21-006279 · form4.xml · nonDerivative · entry 3

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 37,241

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F4 · ownership.nature: Represents 37,241 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

SEC source: 0001127602-21-006279 · form4.xml · nonDerivative · entry 2

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 37,441

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F3 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $197.11 to $198.00, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

SEC source: 0001127602-21-006279 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 40,183

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F2 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $195.99 to $196.87, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

SEC source: 0001127602-20-029138 · form4.xml · nonDerivative · entry 2

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 51,120

F2 · balance_after: Represents 51,120 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F2 · ownership.nature: Represents 51,120 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-029138 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 71,120

F1 · shares: Represents a charitable gift/transfer of shares of Common Stock to a 501(c)(3) organization.

SEC source: 0001104659-20-111041 · a4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,160

F1 · security: Represents restricted shares of the issuer's common stock vesting on September 29, 2021.

F2 · price: The issuer granted these shares to Mr. Zelnick pursuant to the Starwood Property Trust, Inc. 2017 Equity Plan.

SEC source: 0001127602-20-024052 · form4.xml · nonDerivative · entry 5

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 78,120

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F6 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $176.42 to $176.69, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

F7 · balance_after: Represents 78,120 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F7 · ownership.nature: Represents 78,120 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-024052 · form4.xml · nonDerivative · entry 4

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 78,320

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F5 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $175.40 to $176.03, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

SEC source: 0001127602-20-024052 · form4.xml · nonDerivative · entry 3

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 80,520

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F4 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $174.38 to $175.35, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

SEC source: 0001127602-20-024052 · form4.xml · nonDerivative · entry 2

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 83,220

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F3 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $173.30 to $174.08, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

SEC source: 0001127602-20-024052 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 95,916

F1 · shares: These transactions are reported on separate lines due to the range of the sale price.

F2 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $172.29 to $173.28, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

SEC source: 0001127602-20-021286 · form4.xml · nonDerivative · entry 4

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 113,120

F2 · shares: This transaction was effected pursuant to a previously established Rule 10b5-1 trading plan entered into by the Reporting Person.

F3 · shares: These transactions are reported on separate lines due to the range of the sale price.

F6 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $146.67 to $147.37, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

F7 · balance_after: Represents 113,120 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F7 · ownership.nature: Represents 113,120 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-021286 · form4.xml · nonDerivative · entry 3

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 126,210

F2 · shares: This transaction was effected pursuant to a previously established Rule 10b5-1 trading plan entered into by the Reporting Person.

F3 · shares: These transactions are reported on separate lines due to the range of the sale price.

F5 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $145.65 to $146.625, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

SEC source: 0001127602-20-021286 · form4.xml · nonDerivative · entry 2

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 140,950

F2 · shares: This transaction was effected pursuant to a previously established Rule 10b5-1 trading plan entered into by the Reporting Person.

F3 · shares: These transactions are reported on separate lines due to the range of the sale price.

F4 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $144.54 to $145.47, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer.

SEC source: 0001127602-20-021286 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 153,120

F1 · shares: Represents a charitable gift/transfer of shares of Common Stock to a 501(c)(3) organization.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 10

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 160,120

F19 · shares: Mr. Zelnick received 54,670 shares pursuant to a distribution, as further described in Footnote (17) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F19 · price: Mr. Zelnick received 54,670 shares pursuant to a distribution, as further described in Footnote (17) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F20 · balance_after: Represents 160,120 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 54,670 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (17) above, which were then contributed to the Zelnick/Belzberg Living Trust. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F20 · ownership.nature: Represents 160,120 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 54,670 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (17) above, which were then contributed to the Zelnick/Belzberg Living Trust. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 9

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F19 · shares: Mr. Zelnick received 54,670 shares pursuant to a distribution, as further described in Footnote (17) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F19 · price: Mr. Zelnick received 54,670 shares pursuant to a distribution, as further described in Footnote (17) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F19 · balance_after: Mr. Zelnick received 54,670 shares pursuant to a distribution, as further described in Footnote (17) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 8

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 587,867

F17 · kind: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 76,400 shares received upon vesting to its employees, including 54,670 shares to Mr. Zelnick which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F17 · shares: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 76,400 shares received upon vesting to its employees, including 54,670 shares to Mr. Zelnick which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F17 · balance_after: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 76,400 shares received upon vesting to its employees, including 54,670 shares to Mr. Zelnick which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F18 · balance_after: Represents 587,867 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F17 · ownership.nature: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 76,400 shares received upon vesting to its employees, including 54,670 shares to Mr. Zelnick which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F18 · ownership.nature: Represents 587,867 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 7

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 664,267

F7 · shares: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F7 · balance_after: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F16 · balance_after: Represents 587,867 restricted units and 76,400 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F7 · ownership.nature: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F16 · ownership.nature: Represents 587,867 restricted units and 76,400 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 6

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 667,458

F6 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F7 · shares: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F14 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $120.40 to $120.43, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F7 · balance_after: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F15 · balance_after: Represents 587,867 restricted units and 79,591 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F7 · ownership.nature: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F15 · ownership.nature: Represents 587,867 restricted units and 79,591 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 5

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 667,769

F6 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F7 · shares: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F12 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $119.36 to $120.36, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F7 · balance_after: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F13 · balance_after: Represents 587,867 restricted units and 79,902 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F7 · ownership.nature: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F13 · ownership.nature: Represents 587,867 restricted units and 79,902 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 4

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 740,968

F6 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F7 · shares: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F10 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $118.35 to $119.35, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F7 · balance_after: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F11 · balance_after: Represents 587,867 restricted units and 153,101 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F7 · ownership.nature: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F11 · ownership.nature: Represents 587,867 restricted units and 153,101 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 3

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 825,063

F6 · shares: These transactions are reported on separate lines due to the range of the sale prices.

F7 · shares: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F8 · price: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $117.34 to $118.34, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F7 · balance_after: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F9 · balance_after: Represents 587,867 restricted units and 237,196 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F7 · ownership.nature: On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F9 · ownership.nature: Represents 587,867 restricted units and 237,196 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 2

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Media Corporation

Disclosed balance after: 884,123

F4 · shares: Represents the grant of 272,552 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2020. Includes 79,128 time-based restricted units that are scheduled to vest on April 13, 2022 and 193,424 performance-based restricted units that are scheduled to vest on April 13, 2022. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on April 13, 2020.

F4 · balance_after: Represents the grant of 272,552 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2020. Includes 79,128 time-based restricted units that are scheduled to vest on April 13, 2022 and 193,424 performance-based restricted units that are scheduled to vest on April 13, 2022. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on April 13, 2020.

F5 · balance_after: Represents 884,123 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F4 · ownership.nature: Represents the grant of 272,552 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2020. Includes 79,128 time-based restricted units that are scheduled to vest on April 13, 2022 and 193,424 performance-based restricted units that are scheduled to vest on April 13, 2022. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on April 13, 2020.

F5 · ownership.nature: Represents 884,123 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

SEC source: 0001127602-20-013749 · form4.xml · nonDerivative · entry 1

ZELNICK STRAUSS · CIK 0001223489 · Director · Chairman, CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Zelnick Belzberg Living Trust

Disclosed balance after: 105,450

F1 · security: EXPLANATORY NOTE: This Form 4 primarily relates to the grant of restricted stock units to ZelnickMedia on April 13, 2020 and the vesting of restricted stock units previously granted to ZelnickMedia in April 2018 and the sale of shares, including in order to satisfy the tax obligations arising from such vesting, pursuant to a previously established Rule 10b5-1 trading plan, as further described below.

F2 · shares: Represents a charitable gift/transfer of shares of Common Stock to a 501(c)(3) organization.

F3 · balance_after: Represents 105,450 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F3 · ownership.nature: Represents 105,450 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.