Exhibit 4.1


 


	Number *0*	 	Shares *0*




 


SEE REVERSE FOR IMPORTANT


NOTICE ON TRANSFER RESTRICTIONS


AND OTHER INFORMATION


 


GRANITE POINT MORTGAGE TRUST INC.


 


a Corporation Formed Under the Laws of the State
of Maryland


 


THIS CERTIFIES THAT **SPECIMEN**


 


is the owner
of **ZERO (0)** fully paid and nonassessable shares of 7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred
Stock, $0.01 par value per share, of


 


GRANITE POINT MORTGAGE TRUST INC.


 


(the “Corporation”) transferable on the books of the Corporation
by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate
and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the
 “Charter”) and the Bylaws of the Corporation and any amendments or supplements thereto. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.


 






    	 	 	 



     


    

 


IN WITNESS WHEREOF, the Corporation has caused
this Certificate to be signed by its duly authorized officers and its seal to be hereunder affixed this ______ day of ___________, 2021.


 


	____________________________	 	_______________________(SEAL)
	Marcin Urbaszek	 	John A. Taylor
	Chief Financial Officer	 	Chief Executive Officer




 






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Countersigned and Registered:


Equiniti
Trust Company,

Transfer Agent and Registrar


 


	By:	 	 
	 	Authorized Signature	 




 






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IMPORTANT NOTICE


 


The Corporation is authorized to issue capital
stock of more than one class or series consisting of common stock and one or more classes or series of preferred stock. The Corporation
will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of
the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms
and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized
to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares
of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent
series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter
of the Corporation, a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the
Secretary of the Corporation at its principal office or to the Transfer Agent.


 


The shares represented by this certificate are
subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Corporation's maintenance
of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject
to certain further restrictions and except as expressly provided in the Corporation's Charter, (i) no Person may Beneficially or
Constructively Own shares of the Corporation's Common Stock in excess of 9.8 percent (in value or number of shares) of the total outstanding
shares of Common Stock of the Corporation unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable);
(ii) no Person may Beneficially or Constructively Own shares of Capital Stock of the Corporation in excess of t 9.8 percent (in value
or number of shares) of the total outstanding shares of Capital Stock of the Corporation, unless such Person is an Excepted Holder (in
which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Capital Stock that
would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation
to fail to qualify as a REIT; and (iv) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital
Stock of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or attempts to Beneficially
or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Capital
Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer
or ownership provided in (i), (ii) or (iii) above are violated, the shares of Capital Stock in excess or in violation of the
above limitations will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In
addition the Corporation may redeem shares upon terms and conditions specified by the Board of Directors in its sole discretion if the
Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, if
the ownership restriction provided in (iv) above would be violated or upon the occurrence of certain events, attempted Transfers
in violation of the restrictions described may be void ab initio. o. All capitalized terms in this legend have the meanings defined
in the Charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer
and ownership, will be furnished to each holder of Capital Stock of the Corporation on request and without charge. Requests for such a
copy may be directed to the Secretary of the Corporation at its principal office.


 





 






KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS
LOST, STOLEN


OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND
OF INDEMNITY AS A


CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 





 





The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	 	TEN COM	 	-	 	as tenants in common	 	 	UNIF GIFT MIN ACT
    ____________ Custodian	 
	 	TEN ENT	 	-	 	as tenants by the entireties	 	 		(Custodian)                      (Minor)	 
	 	JT TEN		-	 	as joint tenants with right
    of	 	 	 	under Uniform Gifts to Minors Act of	 
	 	 	 	 	 	survivorship
and not as tenants	 	 	 		 
	 	 	 	 	 	in
common	 	 	 	(State)	 
	 	 	 	 	 		Additional abbreviations may also be used though not in the above list.	 




 


For value received, ______________________________hereby sells,
assigns and transfers unto_________________________________________
________________________(Please insert name and address of Assignee, including zip code, and
Social Security or other identifying number of Assignee),  (_____________) shares of 7.00% Series A Fixed-to-Floating
Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, of the Corporation represented by this Certificate and does
hereby irrevocably constitute and appoint___________________ agent to transfer the said shares on the books of the Corporation, with
full power of substitution in the premises.


 


	Dated	 	 	 	 
	 	 	 	 	 
	 	 	 	NOTICE:
The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The     Certificate
In Every Particular, Without Alteration Or Enlargement Or Any Change Whatever.