Sec Form 4 Filing - KKR Management Holdings L.P. @ KKR Real Estate Finance Trust Inc. - 2020-01-01

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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
KKR Management Holdings L.P.
2. Issuer Name and Ticker or Trading Symbol
KKR Real Estate Finance Trust Inc. [ KREF]
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)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2020
(Street)
NEW YORK, NY10019
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 01/01/2020 J( 1 )( 2 ) 2,008,616 D $ 0 ( 1 ) ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
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
KKR Management Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KKR Management Holdings Corp
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
Signatures
KKR MANAGEMENT HOLDINGS CORP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for David Sorkin, Vice President, General Counsel & Secretary 01/03/2020
Signature of Reporting Person Date
KKR MANAGEMENT HOLDINGS L.P. By KKR Management Holdings Corp., its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for David Sorkin, Vice President, General Counsel & Secretary 01/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an internal reorganization, on January 1, 2020 KKR Management Holdings Corp. was merged into its parent, KKR Group Holdings Corp., and KKR Management Holdings L.P. was merged into KKR Fund Holdings L.P., an existing subsidiary of KKR & Co. Inc. KKR Fund Holdings L.P. was then renamed KKR Group Partnership L.P. As a result, KKR Management Holdings Corp. and KKR Management Holdings L.P. ceased to exist as separate entities. KKR Management Holdings Corp. and KKR Management Holdings L.P. are filing this exit Form 4 to report that they are no longer beneficial owners of securities of KKR Real Estate Finance Trust Inc. (the "Issuer"). KKR Group Partnership L.P. has previously filed a Form 3 reporting beneficial ownership of Issuer securities. This internal reorganization did not involve any purchase or sale of securities of the Issuer.
( 2 )Not included on this Form 4 are an additional 20,000,000 shares of common stock of the Issuer held by KKR REFT Holdings L.P. continuously since the initial public offering of the Issuer.
( 3 )Shares of common stock of the Issuer are held by Tactical Value SPN-KREF Holdings L.P. The general partner of Tactical Value SPN-KREF Holdings L.P. is Tactical Value SPN-SPV GP LLC, the sole member of which is KKR Tactical Value SPN L.P. ("TV SPN"). The general partner of TV SPN is KKR Associates TV SPN L.P., whose general partner is KKR TV SPN GP Limited, the sole shareholder of which is KKR Group Partnership L.P. The general partner of KKR Group Partnership L.P. is KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Class B common stockholder of KKR & Co. Inc. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
( 4 )Each of the Reporting Persons may have been deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or are or were the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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