0000904454-18-000032.txt : 20180110 0000904454-18-000032.hdr.sgml : 20180110 20180110163735 ACCESSION NUMBER: 0000904454-18-000032 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180110 DATE AS OF CHANGE: 20180110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KKR Real Estate Finance Trust Inc. CENTRAL INDEX KEY: 0001631596 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 472009094 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90236 FILM NUMBER: 18521882 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 750-8300 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAKENA CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001359262 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2755 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-926-0510 MAIL ADDRESS: STREET 1: 2755 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 s13g_010818-kkrrealestate.htm SC 13G FOR KKR REAL ESTATE FINANCE TRUST INC. BY MAKENA CAPITAL MANAGEMENT, LLC.

UNITED STATES 
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. ___)*
 
KKR Real Estate Finance Trust Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
48251K100
(CUSIP Number)
 
December 31, 2017
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)
 
[X]   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 No. 48251K100
 
1
Name of Reporting Person:
 
Makena Capital Management, LLC
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
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
 
 
0
6
SHARED VOTING POWER
 
 
7,500,000 *
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
7,500,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
 
 
7,500,000 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 14.0% **
12
TYPE OF REPORTING PERSON
 
 
PN

*Represents shares held by Makena U.S. Real Estate Master Fund B, L.P. as of December 31, 2017.

** Based on 53,685,440 shares of Common Stock outstanding as of November 4, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 7, 2017.
 
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CUSIP No. 48251K100

 
1
Name of Reporting Person:
 
Makena U.S. Real Estate Master Fund B, L.P.
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
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
 
 
0
6
SHARED VOTING POWER
 
 
7,500,000 *
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
7,500,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
 
 
7,500,000 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 14.0% **
12
TYPE OF REPORTING PERSON
 
 
PN

*As of December 31, 2017.

** Based on 53,685,440 shares of Common Stock outstanding as of November 4, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 7, 2017.
 
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CUSIP No. 48251K100
SCHEDULE 13G

Item 1(a)
Name of Issuer:  KKR Real Estate Finance Trust Inc.
 
Item 1(b)
Address of Issuer's Principal Executive Offices:
 
9 West 57th Street, Suite 4200, New York, NY  10019
 
Item 2(a)
Name of Persons Filing:
Makena Capital Management, LLC
Makena U.S. Real Estate Master Fund B, L.P.
(each, a "Reporting Person" and together, the "Reporting Persons")
 
Item 2(b)
Address of Principal Business Office, or if None, Residence:
 
2755 Sand Hill Road, Suite 200, Menlo Park, CA  94025
 
Item 2(c)
Citizenship:

 Makena Capital Management, LLC – Delaware
 
Makena U.S. Real Estate Master Fund B, L.P. – Delaware
 
Item 2(d)
Title of Class of Securities:   Common Stock, $0.01 par value
 
Item 2(e)
CUSIP Number:  48251K100
 
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:
 Not Applicable.
 
Item 4
Ownership:
 
(a) through (c):
 
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G.
 
The shares reported in this Schedule 13G are held by Makena U.S. Real Estate Master Fund B, L.P.  Makena Capital Management, LLC serves as the investment manager and the general partner of Makena U.S. Real Estate Master Fund B, L.P., and by virtue of this relationship Makena Capital Management, LLC may be deemed to indirectly beneficially own the securities held by Makena U.S. Real Estate Master Fund B, L.P.  The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 1.
 
Item 5
Ownership of Five Percent or Less of the Class:  Not Applicable.
 
Item 6
Ownership of More Than Five 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:   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
Certification:  Not Applicable.
 


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CUSIP No. 48251K100
SIGNATURES
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:  January 10, 2018

 
MAKENA CAPITAL MANAGEMENT, LLC
  
     
     
 
By:  /s/ William L. McGrath                                                                      
  
 
Name: William L. McGrath
  
 
Title  Managing Director
  
     
     
 
MAKENA U.S. REAL ESTATE MASTER FUND B, L.P.
  
 
By:  Makena Capital Management, LLC, its general partner
  
     
     
 
By:  /s/ William L. McGrath                                                                   
  
 
Name: William L. McGrath
  
 
Title  Managing Director
  
     

 
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CUSIP No. 48251K100
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date:  January 10, 2018

 
MAKENA CAPITAL MANAGEMENT, LLC
  
     
     
 
By: /s/ William L. McGrath                                                                          
  
 
Name: William L. McGrath
  
 
Title  Managing Director
  
     
     
 
MAKENA U.S. REAL ESTATE MASTER FUND B, L.P.
  
 
By:  Makena Capital Management, LLC, its general partner
  
     
     
 
By:  /s/ William L. McGrath                             
  
 
Name: William L. McGrath
  
 
Title  Managing Director
  
     

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