UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Invesco Real Estate Income Trust Inc.
(Name of Issuer)
Class D Common Stock, par value $0.01 per share
Class I Common Stock, par value $0.01 per share
Class S Common Stock, par value $0.01 per share
Class T Common Stock, par value $0.01 per share
(Title of Class of Securities)
None
(CUSIP Number)
September 30, 2024
(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).
| 1. | Name of Reporting Person
Invesco Realty, Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (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
0 | ||||
| 6. | Shared Voting Power
1,366,851 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,366,851 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,366,851 (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.0% (2) | |||||
| 12. | Type of Reporting Person
CO | |||||
| (1) | This amount includes 351,856 shares of Class D Stock, 311,283 shares of Class I Stock, 351,856 shares of Class S Stock and 351,856 shares of Class T Stock. |
| (2) | Based on a total of 22,687,439 shares of Common Stock issued and outstanding as of November 1, 2024. |
Item 1.
| (a) | Name of Issuer: Invesco Real Estate Income Trust Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: 2300 N. Field Street, Suite 1200, Dallas, TX 75201 |
Item 2.
| (a) | Name of Person Filing: |
This Schedule 13G is filed by Invesco Realty, Inc. (the “Reporting Person”).
| (b) | Address of Principal Business Office or, if None, Residence: |
1331 Spring St. NW Suite 2500
Atlanta, GA 30309
| (c) | Citizenship: |
Invesco Realty, Inc. is a corporation incorporated under the laws of Delaware.
| (d) | Title and Class of Securities: |
Class D Common Stock, par value $0.01 per share (the “Class D Stock”);
Class I Common Stock, par value $0.01 per share (the “Class I Stock”);
Class S Common Stock, par value $0.01 per share (the “Class S Stock”); and
Class T Common Stock, par value $0.01 per share (the “Class T Stock” and, together with the Class S Stock, Class I Stock, Class D Stock and the Issuer’s Class E Common Stock, par value $0.01 per share, and Class N Common Stock, par value $0.01 per share, collectively, the “Common Stock”).
| (e) | CUSIP No.: |
None.
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | Not applicable. |
Item 4. Ownership.
| (a) | Amount beneficially owned: |
The Reporting Person beneficially owns, in the aggregate, 1,366,851 shares of Common Stock.
| (b) | Percent of class: |
The number of shares of Common Stock beneficially owned by the Reporting Person represents 6.0% of the Issuer’s issued and outstanding Common Stock based on a total of 22,687,439 shares of Common Stock issued and outstanding as of November 1, 2024.
| (c) | Number of shares of Common Stock as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 1,366,851 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 1,366,851 |
Item 5. Ownership of Five Percent or Less of a Class.
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 five percent of the class of securities, check the following ☐.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of dissolution of group.
Not applicable.
Item 10. Certifications.
Not applicable.
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.
Dated: November 14, 2024
INVESCO REALTY, INC. | ||
By: | /s/ Tina Carew | |
Name: | Tina Carew | |
Title: | Attorney in Fact* | |
| * | Pursuant to a power of attorney which is incorporated herein by reference to Exhibit 24.1 to the Form 3 filed by the Reporting Person on April 26, 2024. |
