Amendment: SEC Form SC 13G/A filed by TPG RE Finance Trust Inc.
United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
TPG RE Finance Trust, Inc.
___________________________________________________________________
(Name of Issuer)
Common Stock, par value $0.001 per share
___________________________________________________________________
(Title of Class of Securities)
87266M107
___________________________________________________________________
(CUSIP Number)
September 30, 2024
_____________________________________________________________________________
(Date of the 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 provision of the Act (however, see the Notes.)
CUSIP No. 87266M107
1. Name of Reporting Persons.
China Investment Corporation_________________________
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
________________________________________________________
3. SEC Use Only
________________________________________________________
4. Citizenship or Place of Organization
People’s Republic of China
|
Number of Shares Beneficially Owned by Each Reporting Person |
5. Sole Voting Power 0 |
|
6. Shared Voting Power 2,138,587 | |
|
7. Sole Dispositive Power 0 | |
|
8. Shared Dispositive Power 2,138,587 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,138,587
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
2.6% 1
12. Type of Reporting Person (See Instructions)
CO
_______________________
1 Based on 80,928,525 shares of Common Stock outstanding as of July 26, 2024, according to the report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 30, 2024.
CUSIP No. 87266M107
1. Name of Reporting Persons.
CIC International Co., Ltd.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
________________________________________________________
3. SEC Use Only
________________________________________________________
4. Citizenship or Place of Organization
People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person |
5. Sole Voting Power 0 |
|
6. Shared Voting Power 2,138,587 | |
|
7. Sole Dispositive Power 0 | |
|
8. Shared Dispositive Power 2,138,587 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,138,587
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
2.6% 2
12. Type of Reporting Person (See Instructions)
CO
_______________________
2 Based on 80,928,525 shares of Common Stock outstanding as of July 26, 2024, according to the report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 30, 2024.
CUSIP No. 87266M107
1. Name of Reporting Persons
Flourish Investment Corporation
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
________________________________________________________
3. SEC Use Only
________________________________________________________
4. Citizenship or Place of Organization
People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person |
5. Sole Voting Power 0 |
|
6. Shared Voting Power 2,138,587 | |
|
7. Sole Dispositive Power 0 | |
|
8. Shared Dispositive Power 2,138,587 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,138,587
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
(See Instructions) [ ]
________________________________________________________
11. Percent of Class Represented by Amount in Row (9)
2.6%3
12. Type of Reporting Person (See Instructions)
CO
_______________________
3 Based on 80,928,525 shares of Common Stock outstanding as of July 26, 2024, according to the report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 30, 2024.
Item 1(a) Name of Issuer
TPG RE Finance Trust, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices
888 Seventh Avenue, 35th Floor
New York, New York 10106
Item 2(a) Name of Persons Filing
China Investment Corporation
CIC International Co., Ltd.
Flourish Investment Corporation
Item 2(b) Address of Principal Business Office or, if none, Residence
The address of China Investment Corporation, CIC International Co., Ltd. and Flourish Investment Corporation is as follows:
New Poly Plaza
No. 1 Chaoyangmen Beidajie
Dongcheng District
Beijing 100010
People’s Republic of China
Item 2(c) Citizenship
China Investment Corporation, CIC International Co., Ltd. and Flourish Investment Corporation are established under the Company Law of the People’s Republic of China.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share
Item 2(e) CUSIP Number
87266M107
| Item 3 | If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| Item 4 | Ownership |
The number of shares of Common Stock beneficially owned by China Investment Corporation, CIC International Co., Ltd. and Flourish Investment Corporation is as follows:
| Reporting Person | Amount Beneficially Owned | Percent of Class4 |
| China Investment Corporation | 2,138,587 | 2.6% |
| CIC International Co., Ltd. | 2,138,587 |
2.6% |
| Flourish Investment Corporation | 2,138,587 |
2.6% |
| Reporting Person | Voting Power | Dispositive Power | ||
| Sole | Shared | Sole | Shared | |
| China Investment Corporation | 0 | 2,138,587 | 0 | 2,138,587 |
| CIC International Co., Ltd. | 0 | 2,138,587 | 0 | 2,138,587 |
| Flourish Investment Corporation | 0 | 2,138,587 | 0 | 2,138,587 |
China Investment Corporation is a wholly state-owned company incorporated under the Company Law of the People’s Republic of China. By virtue of China Investment Corporation controlling CIC International Co., Ltd., which controls Flourish Investment Corporation, China Investment Corporation and CIC International Co., Ltd. may be deemed to share beneficial ownership of shares beneficially owned by Flourish Investment Corporation.
| Item 5 | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:: ☒
| 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 | Certifications |
Not applicable.
_______________________
4 Based on 80,928,525 shares of Common Stock outstanding as of July 26, 2024, according to the report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 30, 2024.
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 as of November 8, 2024.
| CHina Investment Corporation | ||
|
By: /s/ PENG, Chun
| ||
| Name: PENG, Chun | ||
|
Title: Chairman & Chief Executive Officer
CIC INTERNATIONAL CO., LTD. By: /s/ PENG, Chun
Name: PENG, Chun Title: Chairman & Chief Executive Officer
| ||
| Flourish INVestment Corporation | ||
|
By: /s/ WEI, Shiping
| ||
| Name: WEI, Shiping | ||
|
Title: Director & Manager
|