SecProbe.io

Mail 3233
May 19, 2017

Via E -mail
John A. Taylor
President and Chief Executive Officer
Granite Point Mortgage Trust Inc.
590 Madison Avenue
36th Floor
New York, NY 10022

Re: Granite Point Mortgage Trust, Inc.
Draft Registration Statement on Form S -11
Submitted April 20, 2017
  CIK No. 377 -01548

Dear Mr. Taylor :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your  disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

General

1. In your next amendment, please  include updated financial i nformation as of and for the
period ended March 31, 2017  pursuant to Rule 3 -12 of Regulation S -X.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized t o do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

John A. Taylor
Granite Point Mortgage Trust Inc.
May 19, 2017
Page 2

 3. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

4. We note your disclosure th at Two Harbors intends to distribute all the shares of your
common stock that it receives in the Formation Transactions.  Please provide us your
analysis as to how this transaction will be exempt from registration under the Securities
Act and whether the t ransaction constitutes a sale or disposition for value under Section
2(a)(3) .  Please also address whether the transaction will result in a fundamental change
in the holdings of the stockholders of Two Harbors.

5. We refer to your disclosure that Two Harbors  will immediately sell the preferred stock to
an unaffiliated third -party investor.  Please tell us if you currently have an agreement in
place for such sale and whether this transaction will be exempt from registration under
the Securities Act .

6. We note  that your disclosure that you focus on originating, investing in and managing
senior commercial mortgage loans and other debt and debt -like commercial real estate
investments . We further note that you intend to operate your business in a manner that
will permit you to maintain an exemption from registration under the 1940 Act. Please
provide us with a detailed analysis of the exemption that you and your subsidiaries intend
to rely on and how your investment strategy will support that exemption. Please note  that
we will refer your response to the Division of Investment Management for further review.

7. Please revise to provide the information required by Item 506 of Regulation S -K.

8. We note your disclosure on page 50 that your board intends to adopt a resolution
exempting Two Harbors and certain of its affiliates from the 9.8% ownership limit.  If
Two Harbors or its affiliates will be significant stockholders, please revise your
disclosure to describe their control over your business and the potential impact on the
business and other stockholders’ interests.

Conflicts of Interest, page 14

Resolution of Potential Conflicts of Interest in Allocation of Investment Opportunities, page 1 6

9. We note your disclosure on page 16 with respect to private entities for which PRCM
provides investment management.  Please revise your disclosure to provide the size of
those competing funds  or tell us why this information is not material.

Selected Co nsolidated Historical and Pro Forma Financial Information, page 67

10. We note you have indicated that the historical balances of your Predecessor have been

John A. Taylor
Granite Point Mortgage Trust Inc.
May 19, 2017
Page 3

 reflected at carryover basis because, for accounting purposes, the Formation Transaction
and this off ering are not deemed a business combination and do not result in a change of
control.   Please tell us and revise your disclosures to discuss the specific facts and
circumstances related to your Formation Transaction that supports your accounting
conclusio n.

11. We note that  the 2016 Pro Forma Net income on page 68 does not match the
corresponding  2016 Pro Forma Net income on page F -3.  Please  revise your filing to
ensure that Net income and  Comprehensive Income are pr esented consistently within
your pro forma  financial statements.

Management’s Discussion And Analysis of Financial Condition and Results of Operations, page
70

12. We note that activity related to Granite Point has been limited thus far to the preparation
for this offering and the Formation Transact ion.   In addition, we note that costs for such
activity have been incurred by affiliates which will be reimbursed upon consummation of
the offering.   Please expand your discussion to disclose amounts of organizational and
offering costs incurred/paid on your behalf to date.   In addition, please expand your
footnote disclosures to include your accounting policy for organizational costs.
Reference is made to paragraph 720 -15-25-1 of the FASB Accounting Standards
Codification.

Our Initial Portfolio, page  72

13. We note your disclosure on page F -34 regarding the weighted average borrowing rate of
your Predecessor’s repurchase agreements.  Please revise your disclosure to describe any
relevant additional cost of funds with respect to your initial portfolio.  P lease also
consider providing disclosure on net portfolio yield that reflects the total costs of funds.

14. We note refer to footnote (4).  Please describe the valuation method you use to determine
the property’s market value at the time of projected stabil ization.  Please also describe
what you view as “a reasonable period of time” and “comparable terms and conditions.”

Liquidity and Capital Resources, pages 79 – 80

15. We understand that your predecessor has entered into repurchase transactions accounted
for as collater alized financing transactions.  For each of the quarters since these
repurchase transactions have been entered into, please provide us with a table showing
the average amount of repurchase transactions outstanding during the quarter and the
amount of these repurchase transactions outstanding as of the end of each quarter.   To
the extent there are significant variations between the average level of these transactions
and the amounts outstanding at each quarter end, please explain the causes and business
reasons.  Also, disclose the maximum balance at any month -end.

John A. Taylor
Granite Point Mortgage Trust Inc.
May 19, 2017
Page 4

 16. Please also expand your disclosure on your repurchase agreements to describe weighted
average haircuts for periods presented.

Underwriting, page 174

17. We refer to your last paragraph  on page 178. When you have determined the syndicate,
please revise to identify each underwriter you have a material relationship with and state
the nature of the relationship. Refer to Item 508 of Regulation S -K.

Pro Forma Consolidated Financial Informat ion, page F -1

18. Please revise to include an introductory paragraph preceding your financial information
pursuant to Rule 11 -02(b)(2) of Regulation S -X.   The paragraph should briefly set forth a
description of the transaction, the entities involved, the per iods for which the pro forma
information is presented, and an explanation of what the pro forma presentation shows.

19. When completing this section, please ensure that the footnotes to the pro forma financial
statements provide disaggregated information that  clearly discloses each of the
components of the adjustments thereto, the amounts related to each of the components
and how the amounts were determined.

Schedule IV – Mortgage Loans On Real Estate, page F -39

20. Please revise to disclose in a note to the carrying amount column your aggregate cost for
Federal income tax purposes. Reference is made to Rule 12 -29 of Regulation S -X.

Item 33. Recent Sales of Unregistered Securities, page II -1

21. Please revise to provide the information required by Item 701 of R egulation S -K for the
1,000  shares of cumulative redeemable preferred stock you will issue to Two Harbors in
connection with the Formation Transaction.

John A. Taylor
Granite Point Mortgage Trust Inc.
May 19, 2017
Page 5

 You may contact Jeffery Lewis, Staff Accountant , at (202) 551 -6216 or Wilson Lee, Staff
Accountant, at (202) 551 -3468 if you have questions regarding comments on the financial
statements and related matters.  Please contact Folake Ayoola, Senior Counsel, at (202) 551 -
3673 or me at (202) 551 -3655 with any other questions.

Sincerely,

 /s/ Sonia Barros

Sonia Barros
Assistant Director, Office of Real
Estate and Commodities

Cc: Karen A. Dempsey
 Orrick, Herrington & Sutcliffe LLP