Sec Form 13D Filing - Invesco Realty Inc. @ Invesco Commercial Real Estate Finance Trust Inc.

Sec Form 13D Filing - Invesco Realty Inc. filing for Invesco Commercial Real Estate Finance Trust Inc.Invesco Commercial Real Estate Finance Trust Inc. - 2024-05-02

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 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1 to Omnibus Amendment)

Invesco Commercial Real Estate Finance Trust, Inc.

(Name of Issuer)

Class D Common Stock, par value $0.01 per share, Class E Common Stock, par value $0.01 per share, Class I

Common Stock, par value $0.01 per share, and Class S Common Stock, par value $0.01 per share

(Title of Class of Securities)

N/A

(CUSIP Number)

Beth Zayicek

1331 Spring Street NW, Suite 2500

Atlanta, Georgia 30309

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 30, 2024

(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐


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	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 219,285 shares
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 219,285 shares

(1)	This amount includes 54,566 shares of Class S Stock, 54,566 shares of Class D stock, 53,661 shares of Class I stock and 56,491 shares of Class E stock.

(2)	Based on a total of 9,599,124 shares of Common Stock issued and outstanding.


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	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 225,077 shares⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 225,077 shares

(1)	This amount includes 54,566 shares of Class S Stock, 54,566 shares of Class D stock, 53,661 shares of Class I stock and 56,491 shares of Class E stock held directly by Invesco Realty, Inc. See the Explanatory Note below for more information.

(2)	Based on a total of 9,599,124 shares of Common Stock issued and outstanding.


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	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 225,077 shares⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 225,077 shares

(1)

This amount includes 54,566 shares of Class S Stock, 54,566 shares of Class D stock, 53,661 shares of Class I stock and 56,491 shares of Class E stock, held directly by Invesco Realty, Inc., and 5,792 shares of Class E stock held directly by Invesco Advisers, Inc. (“IAI”). See the Explanatory Note below for more information.

(2)	Based on a total of 9,599,124 shares of Common Stock issued and outstanding.


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	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 225,077 shares⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 225,077 shares

(1)	This amount includes 54,566 shares of Class S Stock, 54,566 shares of Class D stock, 53,661 shares of Class I stock and 56,491shares of Class E stock, held directly by Invesco Realty, Inc., and 5,792 shares of Class E stock held directly by IAI. See the Explanatory Note below for more information.

(2)	Based on a total of 9,599,124 shares of Common Stock issued and outstanding.


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	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 225,077 shares⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 225,077 shares

(1)	This amount includes 54,566 shares of Class S Stock, 54,566 shares of Class D stock, 53,661 shares of Class I stock and 56,491 shares of Class E stock, held directly by Invesco Realty, Inc., and 5,792 shares of Class E stock held directly by IAI. See the Explanatory Note below for more information.

(2)	Based on a total of 9,599,124 shares of Common Stock issued and outstanding.


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	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 225,077 shares⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 225,077 shares

(1)	This amount includes 54,566 shares of Class S Stock, 54,566 shares of Class D stock, 53,661 shares of Class I stock and 56,491 shares of Class E stock, held directly by Invesco Realty, Inc., and 5,792 shares of Class E stock held directly by IAI. See the Explanatory Note below for more information.

(2)	Based on a total of 9,599,124 shares of Common Stock issued and outstanding.


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 ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 225,077 shares⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 225,077 shares

(1)	This amount includes 54,566 shares of Class S Stock, 54,566 shares of Class D stock, 53,661 shares of Class I stock and 56,491 shares of Class E stock, held directly by Invesco Realty, Inc., and 5,792 shares of Class E stock held directly by IAI. See the Explanatory Note below for more information.

(2)	Based on a total of 9,599,124 shares of Common Stock issued and outstanding.


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	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 225,077 shares⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 225,077 shares

(1)	This amount includes 54,566 shares of Class S Stock, 54,566 shares of Class D stock, 53,661 shares of Class I stock and 56,491 shares of Class E stock, held directly by Invesco Realty, Inc., and 5,792 shares of Class E stock held directly by IAI. See the Explanatory Note below for more information.

(2)	Based on a total of 9,599,124 shares of Common Stock issued and outstanding.

Explanatory Note

This Statement constitutes Amendment No. 1 (“Amendment No. 1”) to the Omnibus Amendment to Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on April 3, 2024 (“Omnibus Amendment”) by Invesco Realty, Inc. (“Invesco Realty”), Invesco Advisers, Inc. (“IAI”), Invesco Group Services, Inc., OppenheimerFunds, Inc., Oppenheimer Acquisition Corp., Invesco Holding Company (US), Inc., Invesco Holding Company Limited and Invesco Ltd. (collectively, the “Reporting Persons”). The Omnibus Amendment aggregated each Reporting Person’s beneficial ownership of Class D Stock, Class E Stock, Class I Stock and Class S Stock of the Issuer (collectively, the “Common Stock”), which had previously each been reported on separate Schedule 13Ds. This Amendment No. 1 is being filed to report that on April 30, 2024, the Issuer redeemed an aggregate of 3,990,638 shares of Common Stock from Invesco Realty and on May 1, 2024, issued 5,792 shares of Class E stock to IAI as payment for the management fee.

The Items below amend the information disclosed under the corresponding Items of the Omnibus Amendment as described below.

Item 5. Interest in Securities of the Issuer

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 the 219,285 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 5,792 shares of Class E Stock reported herein. The other Reporting Persons, all of which are parent companies to IAI, may be deemed to have beneficial ownership of the securities directly held by Invesco Realty.

On May 1, 2024, the Issuer issued 5,792 shares of Class E Common stock to IAI as payment for the management fee.

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.

Date: May 2, 2024


INVESCO REALTY, INC						/s/ E. Elizabeth Day
						E. Elizabeth Day, Attorney in Fact*

INVESCO ADVISERS, INC.						/s/ E. Elizabeth Day
						E. Elizabeth Day, Attorney in Fact*

INVESCO GROUP SERVICES, INC.						/s/ E. Elizabeth Day
						E. Elizabeth Day, Attorney in Fact**

OPPENHEIMERFUNDS, INC.						/s/ E. Elizabeth Day
						E. Elizabeth Day, Attorney in Fact**

OPPENHEIMER ACQUISITION CORP.						/s/ E. Elizabeth Day
						E. Elizabeth Day, Attorney in Fact**

INVESCO HOLDING COMPANY (US), INC.						/s/ E. Elizabeth Day
						E. Elizabeth Day, Attorney in Fact**

INVESCO HOLDING COMPANY LIMITED						/s/ E. Elizabeth Day
						E. Elizabeth Day, Attorney in Fact*

INVESCO LTD.						/s/ E. Elizabeth Day
						E. Elizabeth Day, Attorney in Fact**

*	Pursuant to a power of attorney which is incorporated herein by reference to Exhibits 24.1, 24.2 and 24.3 to the Form 3 filed by the Reporting Persons on September 7, 2023.

**	Pursuant to a power of attorney which is incorporated herein by reference to the Exhibits to the Form 3 filed by the Reporting Persons on September 15, 2023.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

219,285⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

2.3%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO