As filed with the Securities and Exchange Commission on February 17, 2017
Registration No. 333-208751
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 4 to
Form S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
RREEF Property Trust, Inc.
(Exact Name of Registrant as Specified in Governing Instruments)
345 Park Avenue, 26th Floor
New York, NY 10154
(212) 454-6260
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
_________________
James N. Carbone
Chief Executive Officer
345 Park Avenue, 26th Floor
New York, NY 10154
(212) 454-6260
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
__________________________
With copies to:
Rosemarie A. Thurston
Jason W. Goode
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309
(404) 881-7000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-208751
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o (Do not check if smaller reporting company) | Smaller reporting company | x |
EXPLANATORY NOTE
This Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 (No. 333-208751) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
The following exhibits are filed as part of this registration statement:
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| 1.1 | First Amendment to Dealer Manager Agreement, dated as of February 16, 2017, by and among RREEF Property Trust, Inc., RREEF Property Operating Partnership, LP and Deutsche AM Distributors, Inc., incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on February 17, 2017. |
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| 3.1 | Articles Supplementary to the Articles of Amendment and Restatement of RREEF Property Trust, Inc., incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 17, 2017. |
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| 3.2 | Second Articles of Restatement of RREEF Property Trust, Inc., incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on February 17, 2017. |
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| 5.1* | Opinion of Venable LLP as to the Legality of Securities |
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*Filed herewith
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-11 and has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on this 17th day of February, 2017.
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| RREEF Property Trust, Inc. |
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| By: | /s/ James N. Carbone |
| James N. Carbone |
| Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.
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| Name | Title | Date |
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| /s/ James N. Carbone | Chief Executive Officer and Director (Principal Executive Officer) | February 17, 2017 |
| James N. Carbone | | |
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| /s/ Eric M. Russell | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 17, 2017 |
| Eric M. Russell | | |
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| * | Chairman of the Board | February 17, 2017 |
| W. Todd Henderson | | |
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| * | Director | February 17, 2017 |
| Marc L. Feliciano | | |
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| * | Independent Director | February 17, 2017 |
| Deborah H. McAneny | | |
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| * | Independent Director | February 17, 2017 |
| Murray J. McCabe | | |
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| * | Independent Director | February 17, 2017 |
| M. Peter Steil, Jr. | | |
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| * | Independent Director | February 17, 2017 |
| Charles H. Wurtzebach | | |
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| *By: | /s/ James N. Carbone | Attorney-in-Fact | February 17, 2017 |
| James N. Carbone | | |
