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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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).

SCHEDULE 13G/A

(1) Represents shares of common stock held by TTG KREF SA Holdco., LLC (498,643), TREA II AIV ERISA, L.P. (643,226), TREA II AIV NON-ERISA, L.P. (1,361,369), Lake Tahoe III, L.P. (2,500,732) and GPF Real Estate Co-Investment L.P. (622,500). The Reporting Person exercises full investment discretion and voting control over all of the shares.

(2) Based on 57,486,583 shares of common stock outstanding as of October 30, 2019 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the Securities and Exchange Commission on October 30, 2019.

(a)       Name of Issuer:

  KKR Real Estate Finance Trust Inc.

(b)       Address of Issuer’s Principal Executive Offices:

  9 West 57th Street, Suite 4200, New York, NY 10019

(a)       Name of Person Filing:

  Townsend Holdings LLC

  TTG KREF SA Holdco, LLC

  TREA II AIV ERISA, L.P.

  TREA II AIV NON-ERISA, L.P.

  Lake Tahoe III, L.P.

  GPF Real Estate Co-Investment L.P.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit 99.1 to this statement, pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.

(b)       Address of Principal Business Office or, if None, Residence:

  The address of each of the Reporting Persons is c/o Townsend Holdings LLC, 1660 West 2nd Street, Suite 450, Cleveland, OH 44113.

(c)       Citizenship:

(d)       Title and Class of Securities:

  Common stock, par value $0.01 per share

(e)       CUSIP No.:

  48251K100

  Not applicable.

The information contained in Items 5 through 9 and 11 of the cover pages to this Schedule 13G amendment is hereby incorporated by reference into this Item 4.

The shares of common stock are held by TTG KREF SA Holdco, LLC (498,643), TREA II AIV ERISA, L.P. (643,226), TREA II AIV NON-ERISA, L.P. (1,361,369), Lake Tahoe III, L.P. (2,500,732) and GPF Real Estate Co-Investment L.P. (622,500). Townsend Holdings LLC exercises full investment discretion and voting control over all of the shares. Accordingly, it may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), in the aggregate, 5,636,470 shares of common stock. Each Reporting Person disclaims beneficial ownership with respect to the shares directly beneficially owned by the other Reporting Persons, except to the extent of its pecuniary interest therein, if any.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

Dated: February 7, 2020

Exhibit Index

Exhibit 99.1

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT (this “Agreement”), is made and entered into as of February 7, 2020, by and among Townsend Holdings LLC, TTG KREF SA Holdco, LLC, TREA II AIV ERISA, L.P., TREA II AIV NON-ERISA, L.P., Lake Tahoe III, L.P., and GPF Real Estate Co-Investment L.P. (together, the “Parties”).

The Parties hereby acknowledge and agree that the Amendment No. 1 to the Statement on Schedule 13G to which this Agreement is attached as an exhibit (the “Statement”), relating to the common stock, par value $0.01 per share, of KKR Real Estate Finance Trust Inc., is filed with the Securities and Exchange Commission pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, on behalf of each of the Parties. Each Party acknowledges that it shall be responsible for the timely filing of any such amendments and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness or accuracy of the information concerning any other Party, except to the extent it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of the date first set forth above.