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

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TPG RE Finance Trust, Inc.

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(Name of Issuer)

 

Common Stock

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(Title of Class of Securities)

 

87266M107

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(CUSIP Number)

 

September 30, 2024*

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(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)

☒

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).

* As of September 30, 2024, the Filers held 5,287,728 Common Stock (defined below), or 6.5% of the total Common Stock outstanding. This Schedule 13G shows the number of shares that the Filers held as of October 31, 2024, the date that such holdings dropped below 5%.

 

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SCHEDULE 13G/A

 

1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (entities only)
	Careit US Investments LP 98-046176
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(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
		6	SHARED VOTING POWER
			2,603,580
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER
			2,603,580
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,603,580
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.2% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) The percentage used is based upon 80,927,733 shares of Common Stock outstanding as of September 30, 2024, as reported  in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 29, 2024.

1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (entities only)
	Careit Canada DCR GP 26-4277931
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Québec, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER
			2,603,580
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER
			2,603,580
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,603,580
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.2% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, IV

(1)  The percentage used is based upon 80,927,733 shares of Common Stock outstanding as of September 30, 2024, as reported  in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 29, 2024.

1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. Of Above Persons (entities only)
	Careit Fonds Gov DC Inc. 26-4277432
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Québec, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER
			2,603,580
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER
			2,603,580
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,603,580
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.2% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO, IV

(1)  The percentage used is based upon 80,927,733 shares of Common Stock outstanding as of September 30, 2024, as reported  in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 29, 2024.

Item 1.

(a)	Name of Issuer: TPG RE Finance Trust, Inc. (the “Issuer”)

 

Item 2.

 

 

The principal business address of each of the Filers is:

1001 Square-Victoria, Suite C-900

Montreal, Quebec H2Z 2B5

 

 

 

 

 

(1)	Careit Canada DCR GP owns 99.9% of the ownership interests of Careit US Investments LP, and Careit Fonds Gov DC Inc. owns 92,36% of the ownership interests of Careit Canada DCR GP. Careit Canada DCR GP and Careit Fonds Gov DC Inc. are indirect owners, holding through Careit US Investments LP.

 

 

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 5 percent of the class of securities, check the following ☒

 

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of TPG Re Finance Trust, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of November 14, 2024.