SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mack Richard

(Last)

(First)

(Middle)

C/O MACK REAL ESTATE CREDIT STRATEGIES

60 COLUMBUS CIRCLE, 20TH FLOOR

(Street)

NEW YORK

10023

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Claros Mortgage Trust, Inc. [ CMTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO AND CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/16/2022

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK⁽¹⁾	07/27/2023		A⁽²⁾		509,642	A	$0⁽¹⁾	1,926,652⁽²⁾	D
COMMON STOCK								1,386,250⁽³⁾	I⁽³⁾	By Mack CMTG Holdings Member, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RESTRICTED STOCK UNITS⁽²⁾	⁽¹⁾	07/27/2023		A⁽²⁾		254,821		⁽¹⁾	⁽¹⁾	COMMON STOCK	254,821	$0.00	254,821	D

Explanation of Responses:

1. Represents RSUs granted on June 14, 2022, which vest with respect to 1/3rd of the RSUs subject thereto on each of the 1st through 3rd anniversaries of July 1, 2022, subject to continued employment or service as provided in the award agreement.

2. This Amendment is being filed to report that the 254,821 restricted stock units ("RSUs") previously granted on June 14, 2022 that were previously reported on June 16, 2022 in Table I as shares of common stock are now being reported as derivative securities in Table II due to the fact that, on July 27, 2023, the Issuer's Compensation Committee approved an amendment to the RSUs that authorizes partial cash settlement of the first vesting tranche of the RSUs to satisfy tax obligations associated with such vesting. This filing does not reflect a new grant of awards.

3. Represents a change in beneficial ownership from indirect holdings through Mack CMTG Holdings LLC ("CMTG Holdings") to indirect holdings through Mack CMTG Holdings Member, LLC, resulting from a distribution by CMTG Holdings to its members, without any change in Mr. Mack's pecuniary interest. Mr. Mack disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

	/s/ Jeffrey D. Siegel, Attorney-in-Fact for Richard Mack	07/31/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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