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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Claros Mortgage Trust, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
18270D106
(CUSIP Number)
August 1, 2024
(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 the disclosures provided in a prior cover page. |
The information required in 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: 18270D106
Page 2 of 8
| 1 |
NAMES OF REPORTING PERSONS
Koch Industries, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
15,126,917 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Effective August 1, 2024, pursuant to an internal reorganization, Koch Industries, LLC (formerly known as Koch Industries, Inc.) (“KII”) ceased to be the manager of Koch Holdings, LLC (“Koch Holdings”), the beneficial owner of equity interests in Beaverhead Capital, LLC (“Beaverhead Capital”), and Koch, Inc. became the new manager of Koch Holdings and the indirect ultimate parent company of KII. Accordingly, KII no longer has (or shall be deemed to have) beneficial ownership of any shares of common stock, par value $0.01 per share (“Public Shares”), of Claros Mortgage Trust, Inc. (the “Issuer”) held by Beaverhead Capital. |
CUSIP: 18270D106
Page 3 of 8
| 1 |
NAMES OF REPORTING PERSONS
Beaverhead Capital, 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
15,126,917 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
15,126,917 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,126,917 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.9% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 15,126,917 Public Shares held by Beaverhead Capital. |
| (2) | Calculated using 138,954,433 Public Shares deemed outstanding as of August 2, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. |
CUSIP: 18270D106
Page 4 of 8
| 1 |
NAMES OF REPORTING PERSONS
Koch, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
15,126,917 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
15,126,917 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,126,917 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.9% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 15,126,917 Public Shares held by Beaverhead Capital. These Issuer securities may be deemed to be beneficially owned by Koch, Inc. by virtue of Koch, Inc.’s appointment as manager of Koch Holdings and Koch Holdings’ beneficial ownership of Beaverhead Capital. |
| (2) | Calculated using 138,954,433 Public Shares deemed outstanding as of August 2, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024. |
CUSIP: 18270D106
Page 5 of 8
| Item | 1(a). Name of Issuer: Claros Mortgage Trust, Inc. (the “Issuer”) |
Item 1(b). Address of Issuer’s Principal Executive Officers: c/o Mack Real Estate Credit Strategies, L.P., 60 Columbus Circle, 20th Floor, New York, NY 10023
| Item | 2(a). Name of Person Filing: |
Beaverhead Capital, LLC (“Beaverhead Capital”)
Koch Holdings, LLC (“Koch Holdings”)
Koch, Inc.
Koch Industries, LLC (formerly known as Koch Industries, Inc.) (“KII”)
(Each a “Reporting Person,” and collectively, the “Reporting Persons”).
| Item | 2(b). Address or Principal Business Office or, if None, Residence: |
The principal business office for all Reporting Persons filing is:
4111 E. 37th Street North
Wichita, KS 67220
| Item | 2(c). Citizenship: See Item 4 of each cover page. |
Item 2(d).Title of Class of Securities: Common Stock, par value $0.01 per share (“Public Shares”).
Item 2(e).CUSIP No.: 18270D106.
Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: See Item 9 of each cover page.
(b) Percent of class: See Item 11 of each cover page. Calculated using 138,954,433 Public Shares deemed outstanding as of August 2, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024.
(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. |
Beaverhead Capital is beneficially owned by Koch Holdings, and Koch, Inc. is the manager of Koch Holdings.
Koch, Inc. and Koch Holdings may be deemed to beneficially own the Public Shares held by Beaverhead Capital by virtue of Koch, Inc.’s appointment as manager of Koch Holdings and Koch Holdings’ beneficial ownership of Beaverhead Capital.
The filing of this Schedule 13G shall not be construed as an admission that any of Koch Holdings or Koch, Inc. is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.
CUSIP: 18270D106
Page 6 of 8
Item 5. Ownership of 5 Percent or Less of a Class.
As a result of an internal reorganization described in footnote (1) on the cover page for KII, with respect to KII, this statement on Schedule 13G is being filed to report the fact that as of the date hereof KII has ceased to be the beneficial owner of more than 5 percent of the class of securities.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
CUSIP: 18270D106
Page 7 of 8
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: August 9, 2024 | ||||||
| Beaverhead Capital, LLC | ||||||
| By: | /s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Secretary | |||||
| Koch Holdings, LLC | ||||||
| By: | /s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Assistant Secretary | |||||
| Koch, Inc. | ||||||
| By: | /s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Assistant Secretary | |||||
| Koch Industries, LLC | ||||||
| By: | /s/ Michael F. Zundel | |||||
| Name: | Michael F. Zundel | |||||
| Title: | Assistant Secretary | |||||
CUSIP: 18270D106
Page 8 of 8
EXHIBIT INDEX
| Exhibit Number | Title | |
| 99.1 | Joint Filing Agreement | |