Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
KKR Real Estate Finance Trust Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
48251K100
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
|
| ☐ |
Rule 13d-1(c)
|
| ☒ |
Rule 13d-1(d)
|
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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KKR REFT Holdings L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
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||
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|||
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||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
10,000,000
|
|
|
|||
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|
|
||||
|
6
|
SHARED VOTING POWER
|
|
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||
|
0
|
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|||
|
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|
||||
|
7
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SOLE DISPOSITIVE POWER
|
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||
|
10,000,000
|
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|||
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|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
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|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
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10,000,000
|
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|||
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||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
| ☐ |
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|
|||
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|
||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
|
||
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15.4%
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|
|||
|
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||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
|
PN
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|||
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|
||||
2
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
| ||
|
KKR REFT Holdings GP LLC
|
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|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
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||
|
|
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|
|||
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||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
10,000,000
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
10,000,000
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,000
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
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|
||||
3
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR REFT Asset Holdings LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
10,000,001
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
4
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Financial Holdings LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
10,000,001
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
5
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Group Partnership L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
10,000,001
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
6
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Group Holdings Corp.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
10,000,001
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
7
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Group Co. Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
10,000,001
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
8
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR & Co. Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
10,000,001
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
9
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Management LLP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
10,000,001
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
10
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Henry R. Kravis
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
11
|
CUSIP No. 48251K100
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
George R. Roberts
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,000,001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.4%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
12
STATEMENT ON SCHEDULE 13G
This is Amendment No. 5 to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018, as amended on February 13, 2019, February 14, 2020, February 12, 2021 and February
10, 2022. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one
statement with respect to their beneficial ownership of Common Stock, $0.01 par value per share (“Common Stock”), of KKR Real Estate Finance Trust Inc. (the “Issuer”).
Item 1.
| (a) |
Name of Issuer:
|
KKR Real Estate Finance Trust Inc.
| (b) |
Address of Issuer’s Principal Executive Offices:
|
30 Hudson Yards, Suite 7500, New York, NY 10001
Item 2.
| (a) |
Name of Person Filing:
|
KKR REFT Holdings L.P. (“KKR REFT Holdings”)
KKR REFT Holdings GP LLC (“KKR REFT Holdings GP”)
KKR REFT Asset Holdings LLC (“KKR REFT Asset Holdings”)
KKR Financial Holdings LLC (“KKR Financial Holdings”)
KKR Group Partnership L.P. (“KKR Group Partnership”)
KKR Group Holdings Corp. (“KKR Group Holdings”)
KKR Group Co. Inc. (“KKR Group Co.”)
KKR & Co. Inc. (“KKR & Co.”)
KKR Management LLP (“KKR Management”)
Henry R. Kravis
George R. Roberts
| (b) |
Address of Pri
ncipal Business Office, or, if none, Residence:
|
The principal business office for all persons filing (other than George R. Roberts) is:
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, NY 10001
The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
| (c) |
Citizenship:
|
See Item 4 of each cover page.
| (d) |
Title of Class of Securities:
|
Common Stock, $0.01 par value per share.
13
| (e) |
CUSIP Number:
|
48251K100
| Item 3. |
Not applicable.
|
| Item 4. |
Ownership.
|
|
(a)
|
Amount beneficially owned:
|
The ownership percentages set forth below are based on 65,095,011 shares of Common Stock outstanding as of October 19, 2022, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with
the Securities and Exchange Commission on October 24, 2022.
KKR REFT Holdings holds 10,000,000 shares of Common Stock of the Issuer, which represents 15.4% of the total number of shares of Common Stock outstanding. Each of KKR REFT Holdings GP (as the general
partner of KKR REFT Holdings) and KKR REFT Asset Holdings (as the sole owner of KKR REFT Holdings GP) may also be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by KKR REFT Holdings, but each disclaims beneficial
ownership of such shares. KKR REFT Asset Holdings holds 1 share of Common Stock of the Issuer. KKR Financial Holdings (as an owner of KKR REFT Asset Holdings) may also be deemed to be the beneficial owner of the shares of Common Stock beneficially
owned by KKR REFT Holdings and KKR REFT Asset Holdings, but disclaims beneficial ownership of such shares.
Each of KKR Group Partnership (as an owner of KKR REFT Asset Holdings and the sole owner of the common shares of KKR Financial Holdings); KKR Group Holdings (as the general partner of KKR Group
Partnership); KKR Group Co. (as the sole shareholder of KKR Group Holdings); KKR & Co. (as the sole shareholder of KKR Group Co.) and KKR Management (as the Series I preferred stockholder of KKR & Co.) and Messrs. Henry R. Kravis and
George R. Roberts (as the founding partners of KKR Management) may also be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by KKR REFT Holdings and KKR REFT Asset Holdings, for an aggregate of 10,000,001 shares,
or 15.4%, but each disclaims beneficial ownership of such shares.
| (b) |
Percent of class:
|
See Item 4(a) above.
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or to direct the vote
|
See Item 5 of each cover page.
| (ii) |
Shared power to vote or to direct the vote
|
See Item 6 of each cover page.
| (iii) |
Sole power to dispose or to direct the disposition of
|
See Item 7 of each cover page.
| (iv) |
Shared power to dispose or to direct the disposition of
|
See Item 8 of each cover page.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
14
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, shares of Common Stock.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being
|
Reported on By the Parent Holding Company or Control Person.
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certifications.
|
Not applicable.
15
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2023
|
KKR REFT HOLDINGS L.P.
|
||
|
By: KKR REFT Holdings GP LLC, its general partner
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
KKR REFT HOLDINGS GP LLC
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
KKR REFT ASSET HOLDINGS LLC
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer and Vice President
|
||
|
KKR FINANCIAL HOLDINGS LLC
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Executive Officer
|
||
|
KKR GROUP PARTNERSHIP L.P.
|
||
|
By: KKR Group Holdings Corp., general partner
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR GROUP HOLDINGS CORP.
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR GROUP CO. INC.
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR & CO. INC.
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR MANAGEMENT LLP
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
HENRY R. KRAVIS
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact
|
|
|
GEORGE R. ROBERTS
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact
|
|
EXHIBITS
|
Exhibit
Number
|
Title
|
|
|
1
|
Joint Filing Agreement
|
|
|
2
|
Power of Attorneys granted by Henry R. Kravis and George R. Roberts (previously filed with the Schedule 13G filed on February 13, 2018 and incorporated herein by reference)
|
|
|
3
|
Power of Attorney granted by Robert H. Lewin (previously filed with Amendment No. 2 to the Schedule 13G filed on February 14, 2020 and incorporated herein by reference)
|
|
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the Common Stock, $0.01 par value per share, of KKR Real Estate Finance Trust Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to
such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 10, 2023.
|
KKR REFT HOLDINGS L.P.
|
||
|
By: KKR REFT Holdings GP LLC, its general partner
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
KKR REFT HOLDINGS GP LLC
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
KKR REFT ASSET HOLDINGS LLC
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer and Vice President
|
||
|
KKR FINANCIAL HOLDINGS LLC
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Executive Officer
|
||
|
KKR GROUP PARTNERSHIP L.P.
|
||
|
By: KKR Group Holdings Corp., general partner
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR GROUP HOLDINGS CORP.
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR GROUP CO. INC.
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR & CO. INC.
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR MANAGEMENT LLP
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
HENRY R. KRAVIS
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact
|
|
|
GEORGE R. ROBERTS
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact
|
|