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. 1)*
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Goldman Sachs Real Estate Finance Trust Inc (Name of Issuer) |
Series I Shares, par value $0.01 per share (Title of Class of Securities) |
9AI06XWG2 (CUSIP Number) |
Koch, Inc. (Attn: Raffaele G. Fazio), 4111 East 37th Street North Wichita, KS, 67220 (316) 828-8310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/17/2025 (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
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| CUSIP No. | 9AI06XWG2 |
| 1 |
Name of reporting person
KREI West St. Investments, LLC | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The shares reported in rows 7, 9 and 11 in the table above represent 2,000,000 shares of Series I Shares, par value $0.01 per share ("Class I Shares"), of Goldman Sachs Real Estate Finance Trust Inc, a Maryland corporation (the "Issuer") held by KREI West St. Investments, LLC, a Delaware limited liability company ("KREI West St.").The percentage reflected in row 13 in the table above is calculated using 4,665,897 shares of Common Stock (as defined below) outstanding as of January 6, 2025, as set forth in the Issuer's current report on Form 8-K/A filed with the U.S. Securities and Exchange Commission ("SEC") on January 17, 2025. The Issuer registered its Common Stock, $0.01 par value per share ("Common Stock") pursuant to Section 12(g) of the Exchange Act. The Issuer has four different authorized series of Common Stock which the Issuer views as being part of the same single class of Common Stock. However, in order to mirror common industry terminology, the Issuer refers to its four separate series of Common Stock as four different "classes", specifically, as "Series T", "Series S", "Series D" and "Series I".
SCHEDULE 13D
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| CUSIP No. | 9AI06XWG2 |
| 1 |
Name of reporting person
Koch, 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
KANSAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The shares reported in rows 7, 9 and 11 in the table above represent 2,000,000 Class I Shares held by KREI West St. These Issuer securities may be deemed to be beneficially owned by Koch, Inc. by virtue of Koch, Inc.'s indirect beneficial ownership of KREI West St.The percentage reflected in row 13 in the table above is calculated using 4,665,897 shares of Common Stock outstanding as of January 6, 2025, as set forth in the Issuer's current report on Form 8-K/A filed with the SEC on January 17, 2025. The Issuer registered its Common Stock pursuant to Section 12(g) of the Exchange Act. The Issuer has four different authorized series of Common Stock which the Issuer views as being part of the same single class of Common Stock. However, in order to mirror common industry terminology, the Issuer refers to its four separate series of Common Stock as four different "classes", specifically, as "Series T", "Series S", "Series D" and "Series I"
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Series I Shares, par value $0.01 per share | |
| (b) | Name of Issuer:
Goldman Sachs Real Estate Finance Trust Inc | |
| (c) | Address of Issuer's Principal Executive Offices:
200 WEST STREET, New York,
NEW YORK
, 10282. | |
Item 1 Comment:
EXPLANATORY NOTE - This Amendment No. 1 (this "Amendment No. 1") amends the initial Schedule 13D filed on January 14, 2025 (the "Initial Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D") relating to the Series I Shares, par value $0.01 per share ("Class I Shares"), of Goldman Sachs Real Estate Finance Trust Inc, a Maryland corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Initial Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Initial Schedule 13D. This Amendment No. 1 is being filed jointly by KREI West St. Investments, LLC ("KREI West St."), KREI Investment Holdings, LLC ("KREI Investment"), Koch Real Estate Investments, LLC ("Koch Real Estate"), Koch Investments Group, LLC ("KIG"), Koch Investments Group Holdings, LLC ("KIGH"), Koch Companies, LLC ("KCLLC"), and Koch, Inc. (each a "Reporting Person," and collectively, the "Reporting Persons"). Koch, Inc., KCLLC, KIGH, KIG, Koch Real Estate, and KREI Investment may be deemed to beneficially own the Class I Shares held by KREI West St. by virtue of (i) Koch, Inc.'s beneficial ownership of KCLLC, (ii) KCLLC's beneficial ownership of KIGH, KIGH's beneficial ownership of KIG, KIG's beneficial ownership of Koch Real Estate, Koch Real Estate's beneficial ownership of KREI Investment, and KREI Investment's beneficial ownership of KREI West St.This Amendment No. 1 is being filed solely to update the number of outstanding shares of Common Stock of the Issuer and update the percentage of outstanding shares of Common Stock of the Issuer reported as beneficially owned by the Reporting Persons in the Initial Schedule 13D, to reflect revised numbers disclosed by the Issuer in an amended current report on Form 8-K/A filed with the U.S. Securities and Exchange Commission ("SEC") on January 16, 2025, and not as a result of any transaction in the securities of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Persons hold 2,000,000 Class I Shares, representing approximately 42.86% of the outstanding shares of Common Stock (as defined below). The percentage is calculated using 4,665,897 shares of Common Stock outstanding as of January 6, 2025, as set forth in the Issuer's current report on Form 8-K/A filed with the SEC on January 17, 2025. The Issuer registered its Common Stock, $0.01 par value per share ("Common Stock") pursuant to Section 12(g) of the Exchange Act. The Issuer has four different authorized series of Common Stock which the Issuer views as being part of the same single class of Common Stock. However, in order to mirror common industry terminology, the Issuer refers to its four separate series of Common Stock as four different "classes," specifically, as "Series T," Series S," Series D" and "Series I." | |
| (b) | As of the date hereof, the Reporting Persons possess sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the 2,000,000 Class I Shares reported in the Schedule 13D. | |
| (c) | Except as set forth in the Schedule 13D, no transactions in the Class I Shares were effected by the Reporting Persons, or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto in the 60 days preceding the date of the Schedule 13D. | |
| (d) | Except as described herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Class I Shares of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Annex A (incorporated by reference to the Initial Schedule 13D filed on January 14, 2025)Exhibit 99.2 Subscription Agreement Addendum, dated as of January 6, 2025, by and between Goldman Sachs Real Estate Finance Trust Inc and KREI West St. Investments, LLC (incorporated by reference to the Initial Schedule 13D filed on January 14, 2025)Exhibit 99.3 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act (incorporated by reference to the Initial Schedule 13D filed on January 14, 2025) | ||
| 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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