SEC Form 4 · accession 0001140361-18-030996
KKR Real Estate Finance Trust Inc. · KREF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 1, 2018
Accepted (ET)
Jul 2, 2018 · 6:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001631596
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F5,F6 | Jul 1, 2018 | J | 20,000,000 | $0.00 | D | 0 | I | See Footnotes |
| Common StockF1,F3,F6 | Jul 1, 2018 | J | 3,758,616 | $0.00 | D | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Special Voting Preferred StockF1,F4,F5,F6,F7 | $0.00 | Jul 1, 2018 | J | 1 | D | — | — | Common Stock | 1 | 0 | I |
Explanation of responses
- F1Pursuant to an internal reorganization in connection with the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, KKR & Co. L.P. contributed all of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited, to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated. KKR Group Holdings L.P. and KKR Group Limited are filing this "exit" Form 4 to report that they are no longer beneficial owners of securities of KKR Real Estate Finance Trust Inc. (the "Issuer"). KKR Group Holdings Corp. is separately filing a Form 3 to report beneficial ownership of Issuer securities in connection with the above reorganization. This internal reorganization did not involve any purchase or sale of securities of the Issuer.
- F2Shares of common stock ("Common Stock") of the Issuer are held by KKR REFT Holdings L.P. The general partner of KKR REFT Holdings L.P. is KKR REFT Holdings GP LLC, which is wholly owned by KKR REFT Asset Holdings LLC ("KKR REFT Asset Holdings").
- F3Shares of Common Stock of the Issuer are held by Tactical Value SPN-KREF Holdings L.P. The general partner of Tactical Value SPN-KREF Holdings L.P. is Tactical Value SPN-SPV GP LLC, the sole member of which is KKR Tactical Value SPN L.P. ("TV SPN"). The general partner of TV SPN is KKR Associates TV SPN L.P., whose general partner is KKR TV SPN GP Limited, the sole shareholder of which is KKR Management Holdings L.P. The general partner of KKR Management Holdings L.P. is KKR Management Holdings Corp.
- F4The one share of Special Voting Preferred Stock is held by KKR REFT Asset Holdings.
- F5KKR REFT Asset Holdings is owned by KKR Fund Holdings L.P. and KKR Financial Holdings LLC, whose common shares are wholly owned by KKR Fund Holdings L.P. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P.
- F6Prior to the reorganization, KKR Group Holdings L.P. was the general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited and KKR Management Holdings Corp., and KKR Group Limited was the general partner of KKR Group Holdings L.P.
- F7The one share of Special Voting Preferred Stock of the Issuer gives KKR REFT Asset Holdings certain additional voting rights as more fully described in the Issuer's Registration Statement on Form S-11 (File No. 333-217126) and is convertible into one share of Common Stock of the Issuer upon the election of the holder.
Remarks
Each of the Reporting Persons may have been deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or are or were the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.