Filing Details

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Explanatory Note

 

This Amendment No. 5 (the “Amendment”) amends and supplements the Statement on Schedule 13D filed on August 26, 2021, as amended by Amendment No. 1 filed on April 6, 2022, as amended by Amendment No. 2 filed on September 2, 2022, as amended by Amendment No. 3 filed on December 6, 2022, as amended by Amendment No. 4 filed on February 8, 2023  (as amended, this “Schedule 13D”) relating to Class I shares of common stock, par value $0.001 per share (the “Shares”), of KKR Real Estate Select Trust Inc., a non-diversified, closed-end management investment company (the “Issuer”). The Issuer’s principal executive offices are located at 30 Hudson Yards, New York, New York 10001.

 

Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

 

 

The second paragraph of Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

 

Each of Messrs. Joseph Bae, Scott Nuttall, Robert Lewin, Ryan Stork, and Kathryn King Sudol is a director and executive officer of KKR Group Holdings Corp. and KKR Group Co. Inc. The executive officers of KKR & Co. Inc. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin and Stork and Ms. Sudol. The directors of KKR & Co. Inc. are listed on amended and restated Annex A attached to Amendment No. 2 to Schedule 13D, which is incorporated herein by reference.

 

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

On February 28, 2023, March 31, 2023 and April 30, 2023, the Issuer issued 49,666.208 Shares, 116,153.958 Shares and 53,597.423 Shares respectively, to KKR Alternative Assets LLC as payment for management fees and/or incentive fees based on the NAV per Share for an aggregate fee payment equivalent to $1,490,482.90, $3,549,664.98 and $1,613,818.42 respectively, pursuant to the investment advisory agreement between KKR Real Estate Select Trust Inc. and KKR Registered Advisor LLC (the “Adviser”). Pursuant to such investment advisory agreement, KKR Registered Advisor LLC directed that KKR Alternative Assets LLC, its affiliate, receive these shares on its behalf.

 

 

Items 5(a) - 5(c) of the Schedule 13D are hereby amended and restated as follows:

 

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

 

(a) and (b). The Reporting Persons beneficially own an aggregate of 6,843,717.542 Shares, representing 42.37% of the outstanding Shares. The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 16,151,759.734 Shares outstanding as of April 30, 2023.

 

KKR Group Assets Holding II L.P. (as the sole member of KKR Alternative Assets LLC), KKR Group Assets II GP LLC (as the general partner of KKR Group Assets Holding II L.P.), KKR Group Partnership L.P. (as the sole member of KKR Group Assets II GP LLC), KKR Group Holdings Corp. (as the general partner of KKR Group

Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein.

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

 

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any Shares except as described herein.

 

(c) Other than as set forth in Item 3 of this Amendment No. 5, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Shares during the past 60 days.

 

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.

 

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