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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Invesco Commercial Real Estate Finance Trust, Inc. (Name of Issuer) |
Class I Common Stock, par value $0.01 per share (Title of Class of Securities) |
46091W201 (CUSIP Number) |
Beth Zayicek 1331 Spring Street NW, Suite 2500, Atlanta, GA, 30309 0000000000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 46091W201 |
| 1 |
Name of reporting person
Invesco Realty, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,969,284.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.01 per share with CUSIP No. 46091W201, Class D common stock, par value $0.01 per share with CUSIP No. 46091W409, Class E common stock, par value $0.01 per share with CUSIP No. 46091W300, and Class S common stock, par value $0.01 per share with CUSIP No. 46091W102, of the Issuer. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relate to the Class I common stock, and this comment and notes above shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.(1)This amount includes 1,496,142 shares of Class S common stock, 1,497,041 shares of Class D common stock, 1,492,905 shares of Class I common stock and 1,483,195 shares of Class E common stock held directly by Invesco Realty, Inc. See the Explanatory Note below for more information.(2)Based on a total of 27,000,212 shares of Common Stock issued and outstanding.
SCHEDULE 13D
|
| CUSIP No. | 46091W201 |
| 1 |
Name of reporting person
Invesco Advisers, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,115,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.01 per share with CUSIP No. 46091W201, Class D common stock, par value $0.01 per share with CUSIP No. 46091W409, Class E common stock, par value $0.01 per share with CUSIP No. 46091W300, and Class S common stock, par value $0.01 per share with CUSIP No. 46091W102, of the Issuer. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relate to the Class I common stock, and this comment and notes above shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.(1) This amount includes 1,496,142 shares of Class S common stock, 1,497,041 shares of Class D common stock, 1,492,905 shares of Class I common stock and 1,483,195 shares of Class E common stock held directly by Invesco Realty, Inc. See the Explanatory Note below for more information.(2)Based on a total of 27,000,212 shares of Common Stock issued and outstanding.
SCHEDULE 13D
|
| CUSIP No. | 46091W201 |
| 1 |
Name of reporting person
Invesco Group Services, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,115,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.01 per share with CUSIP No. 46091W201, Class D common stock, par value $0.01 per share with CUSIP No. 46091W409, Class E common stock, par value $0.01 per share with CUSIP No. 46091W300, and Class S common stock, par value $0.01 per share with CUSIP No. 46091W102, of the Issuer. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relate to the Class I common stock, and this comment and notes above shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.(1) This amount includes 1,496,142 shares of Class S common stock, 1,497,041 shares of Class D common stock, 1,492,905 shares of Class I common stock and 1,483,195 shares of Class E common stock, held directly by Invesco Realty, Inc., and 146,422 shares of Class E common stock held directly by Invesco Advisers, Inc. See the Explanatory Note below for more information.(2)Based on a total of 27,000,212 shares of Common Stock issued and outstanding.
SCHEDULE 13D
|
| CUSIP No. | 46091W201 |
| 1 |
Name of reporting person
OppenheimerFunds, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
COLORADO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,115,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.01 per share with CUSIP No. 46091W201, Class D common stock, par value $0.01 per share with CUSIP No. 46091W409, Class E common stock, par value $0.01 per share with CUSIP No. 46091W300, and Class S common stock, par value $0.01 per share with CUSIP No. 46091W102, of the Issuer. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relate to the Class I common stock, and this comment and notes above shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.(1) This amount includes 1,496,142 shares of Class S common stock, 1,497,041 shares of Class D common stock, 1,492,905 shares of Class I common stock and 1,483,195 shares of Class E common stock, held directly by Invesco Realty, Inc., and 146,422 shares of Class E common stock held directly by Invesco Advisers, Inc. See the Explanatory Note below for more information.(2)Based on a total of 27,000,212 shares of Common Stock issued and outstanding.
SCHEDULE 13D
|
| CUSIP No. | 46091W201 |
| 1 |
Name of reporting person
Oppenheimer Acquisition Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,115,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.01 per share with CUSIP No. 46091W201, Class D common stock, par value $0.01 per share with CUSIP No. 46091W409, Class E common stock, par value $0.01 per share with CUSIP No. 46091W300, and Class S common stock, par value $0.01 per share with CUSIP No. 46091W102, of the Issuer. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relate to the Class I common stock, and this comment and notes above shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.(1) This amount includes 1,496,142 shares of Class S common stock, 1,497,041 shares of Class D common stock, 1,492,905 shares of Class I common stock and 1,483,195 shares of Class E common stock, held directly by Invesco Realty, Inc., and 146,422 shares of Class E common stock held directly by Invesco Advisers, Inc. See the Explanatory Note below for more information.(2)Based on a total of 27,000,212 shares of Common Stock issued and outstanding.
SCHEDULE 13D
|
| CUSIP No. | 46091W201 |
| 1 |
Name of reporting person
Invesco Holding Company (US), Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,115,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.01 per share with CUSIP No. 46091W201, Class D common stock, par value $0.01 per share with CUSIP No. 46091W409, Class E common stock, par value $0.01 per share with CUSIP No. 46091W300, and Class S common stock, par value $0.01 per share with CUSIP No. 46091W102, of the Issuer. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relate to the Class I common stock, and this comment and notes above shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.(1) This amount includes 1,496,142 shares of Class S common stock, 1,497,041 shares of Class D common stock, 1,492,905 shares of Class I common stock and 1,483,195 shares of Class E common stock, held directly by Invesco Realty, Inc., and 146,422 shares of Class E common stock held directly by Invesco Advisers, Inc. See the Explanatory Note below for more information.(2)Based on a total of 27,000,212 shares of Common Stock issued and outstanding.
SCHEDULE 13D
|
| CUSIP No. | 46091W201 |
| 1 |
Name of reporting person
Invesco Holding Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,115,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.01 per share with CUSIP No. 46091W201, Class D common stock, par value $0.01 per share with CUSIP No. 46091W409, Class E common stock, par value $0.01 per share with CUSIP No. 46091W300, and Class S common stock, par value $0.01 per share with CUSIP No. 46091W102, of the Issuer. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relate to the Class I common stock, and this comment and notes above shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.(1) This amount includes 1,496,142 shares of Class S common stock, 1,497,041 shares of Class D common stock, 1,492,905 shares of Class I common stock and 1,483,195 shares of Class E common stock, held directly by Invesco Realty, Inc., and 146,422 shares of Class E common stock held directly by Invesco Advisers, Inc. See the Explanatory Note below for more information.(2)Based on a total of 27,000,212 shares of Common Stock issued and outstanding.
SCHEDULE 13D
|
| CUSIP No. | 46091W201 |
| 1 |
Name of reporting person
Invesco Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,115,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, HC |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.01 per share with CUSIP No. 46091W201, Class D common stock, par value $0.01 per share with CUSIP No. 46091W409, Class E common stock, par value $0.01 per share with CUSIP No. 46091W300, and Class S common stock, par value $0.01 per share with CUSIP No. 46091W102, of the Issuer. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relate to the Class I common stock, and this comment and notes above shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.(1) This amount includes 1,496,142 shares of Class S common stock, 1,497,041 shares of Class D common stock, 1,492,905 shares of Class I common stock and 1,483,195 shares of Class E common stock, held directly by Invesco Realty, Inc., and 146,422 shares of Class E common stock held directly by Invesco Advisers, Inc. See the Explanatory Note below for more information.(2)Based on a total of 27,000,212 shares of Common Stock issued and outstanding.Explanatory NoteThis Statement constitutes Amendment No. 5 ("Amendment No. 5") to the Omnibus Amendment to Schedule 13D filed with the Securities and Exchange Commission on April 3, 2024, as amended on May 2, 2024, September 4, 2024, December 3, 2024 and February 5, 2024 ("Amendment No. 4") by Invesco Realty, Inc., Invesco Advisers, Inc., Invesco Group Services, Inc., OppenheimerFunds, Inc., Oppenheimer Acquisition Corp., Invesco Holding Company (US), Inc., Invesco Holding Company Limited and Invesco Ltd. Amendment No. 5 is being filed solely to correct typographical errors in footnote 1 to the schedules included with Amendment No. 4 and no changes have been made to the beneficial ownership reported therein.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class I Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Invesco Commercial Real Estate Finance Trust, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2300 N FIELD STREET, SUITE 1200, DALLAS,
TEXAS
, 75201. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in Item 5(a) and (b) of the Omnibus Amendment is hereby amended to read in its entirety as follows:(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number of shares and percentage of Common Stock are incorporated herein by reference.The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.Invesco Realty is the record holder of 5,969,284 shares of Common Stock reported herein. The other Reporting Persons, all of which are parent companies to Invesco Realty, may be deemed to have beneficial ownership of the securities directly held by Invesco Realty. IAI is the record holder of 146,422 shares of Class E Stock reported herein. The other Reporting Persons who are parent companies to IAI may be deemed to have beneficial ownership of the securities directly held by IAI.(c) On February 3, 2025, the Issuer issued an aggregate of 110,485 shares of Class E Common Stock to IAI as payment of the management fee and performance fees under the Amended and Restated Advisory agreement by and among the Issuer, Invesco Commercial Real Estate Finance Investments, LP and IAI. |
| SIGNATURE | |
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.
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Comments accompanying signature:
Pursuant to powers of attorney which are incorporated herein by reference to Exhibits 24.1-Exhibit 24.7 to the Form 4 filed by the Reporting Persons on September 4, 2024 and Exhibit 24.1 to the Form 4 filed by the Reporting Persons on December 3, 2024. |