0000904454-19-000138.txt : 20190131 0000904454-19-000138.hdr.sgml : 20190131 20190131165945 ACCESSION NUMBER: 0000904454-19-000138 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190131 DATE AS OF CHANGE: 20190131 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90236 FILM NUMBER: 19556534 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 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G/A 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/A 1 s13ga_012919-kkrrealestate.htm SCHEDULE 13G-A 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. 1)*
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, 2018
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).





1


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

5,250,000 *
7
SOLE  DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

5,250,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED

5,250,000 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0% **
 
12
TYPE OF REPORTING PERSON

PN
 

*Represents shares held by Makena U.S. Real Estate Master Fund B, L.P. as of December 31, 2018.

** Based on 58,522,590 shares of Common Stock to be outstanding as of November 19, 2018, as reported in the Issuer’s Prospectus Supplement on Form 424B5 dated November 14, 2018 filed with the Securities and Exchange Commission on November 16, 2018.





2


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

5,250,000 *
7
SOLE  DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

5,250,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED

5,250,000 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0% **
 
12
TYPE OF REPORTING PERSON

PN
 

*As of December 31, 2018.

** Based on 58,522,590 shares of Common Stock to be outstanding as of November 19, 2018, as reported in the Issuer’s Prospectus Supplement on Form 424B5 dated November 14, 2018 filed with the Securities and Exchange Commission on November 16, 2018.





3
CUSIP No. 48251K100

AMENDMENT NO. 1 TO SCHEDULE 13G

Reference is hereby made to the statement on Schedule 13G relating to the Common Stock of the Issuer filed with the Securities and Exchange Commission by the Reporting Persons on January 10, 2018 (the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.

The following items of the Schedule 13G are hereby amended and restated as follows:


Item 4  Ownership:

(a) through (c):

The information requested herein is incorporated by reference to the cover pages to this Amendment No. 1 to Schedule 13G.

The shares reported herein are held by Makena U.S. Real Estate Master Fund B, L.P.  Makena Capital Management, LLC is the sole manager of Makena Capital Holdings B GP, LLC, which is 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.





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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 31, 2019


 
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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