FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PE Holder, L.L.Cc
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/28/2020 

3. Issuer Name and Ticker or Trading Symbol

TPG RE Finance Trust, Inc. [TRTX]
(Last)        (First)        (Middle)

591 WEST PUTNAM AVENUE, 
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

GREENWICH, CT 06830      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
11.0% Series B Cumulative Redeemable Preferred Stock (1)(2)(3)9000000 D (6) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants (1)(2)(3)5/28/2020 (4)5/28/2025 Common Stock 12000000 (4)(5)$7.5 (5)D (6) 

Explanation of Responses:
(1) On May 28, 2020, in connection with the Investment Agreement entered into on the same day between PE Holder, L.L.C. and the Issuer (the "Investment Agreement"), PE Holder, L.L.C. purchased and acquired from the Issuer 9,000,000 shares of the Issuer's 11.0% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") and warrants ("Warrants") to purchase up to 12,000,000 shares of the Issuer's common stock ("Common Stock") for an aggregate purchase price equal to $225,000,000. Shares of Series B Preferred Stock are not convertible into shares of Common Stock.
(2) Under the terms of the Investment Agreement, subject to certain material conditions outside of the Reporting Persons' or Issuer's control, the Issuer has the option, on or prior to December 31, 2020, to issue, sell, and deliver to the Purchaser (a) a second tranche of securities, including 2,000,000 shares of Series B Preferred Stock and Warrants to purchase up to 1,500,000 shares of Common Stock, for an aggregate purchase price equal to $50,000,000; and (b) a third tranche of securities, including 2,000,000 shares of Series B Preferred Stock and Warrants to purchase up to 1,500,000 shares of Common Stock, for an aggregate purchase price equal to $50,000,000. [continued in footnote 3]
(3) [continued from footnote 2] In light of the material conditions on the Issuer's ability to sell the second and third tranche of securities to the Reporting Persons, consistent with Rule 16a-1(c), the Reporting Persons' possible future obligations to buy Series B Preferred Stock and Warrants in the second and third tranches are not considered "derivative securities" for purposes of Section 16 of the Securities Exchange Act of 1934 and accordingly are not reported herein.
(4) Subject to certain limitations, the Reporting Persons cannot exercise any Warrant to the extent that such exercise or resulting issuance of shares of Common Stock would result in the Reporting Persons beneficially owning in excess of 19.9% of the Stockholder Voting Power (as defined in the Warrant Agreement).
(5) The exercise price of the Warrants and shares of Common Stock issuable upon exercise of the Warrants are subject to customary adjustments. The Warrants are exercisable on a net settlement basis.
(6) Represents securities held by PE Holder, L.L.C. PE Holdings, L.L.C. is the sole member of PE Holder L.L.C. SOF-XI U.S. Public MAR Holdings L.P. is the sole member of PE Holdings, L.L.C. Starwood XI Management Holdings GP, L.L.C. is the general partner of SOF-XI U.S. Public MAR Holdings L.P. Starwood XI Management, L.P. is the sole member of Starwood XI Management Holdings GP, L.L.C. Starwood XI Management GP, L.L.C. is the general partner of Starwood XI Management, L.P. Starwood Capital Group Global II, L.P. is the sole member of Starwood XI Management GP, L.L.C. SCGG II GP, L.L.C. is the general partner of Starwood Capital Group Global II, L.P. Starwood Capital Group Holdings GP, L.L.C. is the sole member of SCGG II GP, L.L.C. BSS SCG GP Holdings, LLC is the sole member of Starwood Capital Group Holdings GP, L.L.C. Barry S. Sternlicht is the managing member of BSS SCG GP Holdings, LLC.

Remarks:
This Form 3 is being filed in conjunction with the Form 3 filed simultaneously by: Starwood Capital Group Global II, L.P.; SCGG II GP, L.L.C; Starwood Capital Group Holdings GP, L.L.C.; BSS SCG GP Holdings, LLC; and Barry S. Sternlicht. These Forms 3 are being filed separately due to a 10 reporting person limit imposed on Forms 3 by the SEC EDGAR filing system.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PE Holder, L.L.Cc
591 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X

PE Holdings, L.L.C.
591 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X

SOF-XI U.S. Public MAR Holdings L.P.
591 WEST PUTNAM AVENUE,
GREENWICH, CT 06830

X

Starwood XI Management Holdings GP, L.L.C.
1601 WASHINGTON AVENUE
SUITE 800
MIAMI BEACH, FL 33139

X

Starwood XI Management, L.P.
1601 WASHINGTON AVENUE
SUITE 800
MIAMI BEACH, FL 33139

X

Starwood XI Management GP, L.L.C.
1601 WASHINGTON AVENUE
SUITE 800
MIAMI BEACH, FL 33139

X


Signatures
PE HOLDER, L.L.C., By: /s/ Ethan Bing, Managing Director6/8/2020
**Signature of Reporting PersonDate

PE HOLDINGS, L.L.C., By: /s/ Ethan Bing, Managing Director6/8/2020
**Signature of Reporting PersonDate

SOF-XI U.S. PUBLIC MAR HOLDINGS, L.P., By: Starwood XI Management Holdings GP, L.L.C., its General Partner , By: /s/ Ethan Bing, Managing Director6/8/2020
**Signature of Reporting PersonDate

STARWOOD XI MANAGEMENT HOLDINGS GP, L.L.C., By: /s/ Ethan Bing, Managing Director6/8/2020
**Signature of Reporting PersonDate

STARWOOD XI MANAGEMENT, L.P., By: Starwood XI Management GP, L.L.C., its General Partner, By: /s/ Ethan Bing, Managing Director6/8/2020
**Signature of Reporting PersonDate

STARWOOD XI MANAGEMENT GP, L.L.C., By: /s/ Ethan Bing, Managing Director6/8/2020
**Signature of Reporting PersonDate

TPG Real Estate Finance (NYSE:TRTX)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more TPG Real Estate Finance Charts.
TPG Real Estate Finance (NYSE:TRTX)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more TPG Real Estate Finance Charts.