Sec Form 4 Filing - Qatar Investment Authority @ Apollo Commercial Real Estate Finance, Inc. - 2017-10-23

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Qatar Investment Authority
2. Issuer Name and Ticker or Trading Symbol
Apollo Commercial Real Estate Finance, Inc. [ ARI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
P.O. BOX 23224 OOREDOO TOWER, DIPLOMATIC AREA STREET, WEST BAY
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2017
(Street)
DOHA, S3S3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 10/23/2017 P( 1 ) V 1,670,000 A $ 18.44 10,493,529 I See Footnote ( 2 )
Series B Preferred Stock, par value $0.01 per share 10/23/2017 S( 1 ) V 1,229,607 D $ 25.04 6,770,393 ( 3 ) I See Footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Qatar Investment Authority
P.O. BOX 23224 OOREDOO TOWER
DIPLOMATIC AREA STREET, WEST BAY
DOHA, S3S3
X
QH RE Asset Co LLC
P.O. BOX 23224 OOREDOO TOWER
DIPLOMATIC AREA STREET, WEST BAY
DOHA, S3S3
X
Signatures
/s/ Ian Kellow, as Head of Compliance of QH RE Asset Co LLC 10/31/2017
Signature of Reporting Person Date
/s/ Ian Kellow, as Head of Compliance of Qatar Investment Authority 10/31/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 23, 2017, QH RE Asset Company LLC ("QHREAC") and Apollo Commercial Real Estate Finance, Inc. (the "Issuer") entered into (i) a common stock purchase agreement (the "Common Stock Purchase Agreement") pursuant to which QHREAC acquired 1,670,000 shares of the Issuer's Common Stock, par value of $0.01 (the "Common Stock") and (ii) a preferred stock repurchase agreement (the "Preferred Stock Repurchase Agreement") pursuant to which the Issuer repurchased from QHREAC 1,229,607 shares of the Issuer's 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") (the "Transaction").
( 2 )The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )The Reporting Persons' holding in the Series B Preferred Stock was inadvertently omitted from the Form 3 filed on September 28, 2015.

Remarks:
The Common Stock and Series B Preferred Stock are directly held by QHREAC, a wholly-owned subsidiary of Qatar Investment Authority (together, the "Reporting Persons"). As of the date hereof, the Reporting Persons no longer own, directly or indirectly, more than 10% of a registered class of the Common Stock of the Issuer. Based on information provided in the Issuer's Form 8-K filed on October 24, 2017, the Issuer had 105,451,235 shares of Common Stock outstanding immediately prior to the effective date of the Transaction and 107,121,235 shares of Common Stock outstanding immediately following the effective date of the Transaction. Therefore, the Reporting Persons' interest in the Common Stock of the Issuer immediately prior to the effective date of the Transaction represented 8.37% of the Issuer's Common Stock and the Reporting Persons' interest in the Common Stock of the Issuer immediately following the effective date of the Transaction represents 9.80% of the Issuer's Common Stock. While the Reporting Persons' holdings in the Issuer's Common Stock increased following the acquisitions reported herein, their interest as a percentage of the aggregate outstanding shares of the Issuer's Common Stock decreased from what was reported on the Reporting Persons' Form 3 filed on September 28, 2015 as a result of the subsequent increase in the outstanding shares of the Issuer's Common Stock. As a result, based on their holdings of 8.37% of the Issuer's Common Stock immediately prior the effective dates of the Transaction, the Reporting Persons were no longer subject to Section 16 as of the effective date of the Transaction and this Form 4 is being filed voluntarily to indicate that the Reporting Persons will no longer report any such transactions on Form 4 or Form 5.

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