FS Credit Real Estate Income Trust Form 4 / Michael C. Forman ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Forman Michael C.

(Last)

(First)

(Middle)

FS CREDIT REAL ESTATE INCOME TRUST

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA

19112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FS Credit Real Estate Income Trust, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class I Common Stock	01/02/2025		A		66,310.453	A	$0⁽¹⁾	223,110.944	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Common Stock								253,072.498	I	By: FS Real Estate Advisor, LLC⁽²⁾
Class T Common Stock								2,506.828	I	By: FSH Seed Capital Vehicle I LLC⁽²⁾
Class M Common Stock								413.861	I	By: FSH Seed Capital Vehicle I LLC⁽²⁾
Class S Common Stock								412.313	I	By: FSH Seed Capital Vehicle I LLC⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class I Restricted Stock Units	⁽³⁾	12/31/2022		A		13,975.11		⁽⁴⁾	⁽⁴⁾	Class I Common Stock	13,975.11	$0	28,279.699	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	01/02/2025		M			14,304.589	⁽⁴⁾	⁽⁴⁾	Class I Common Stock	14,304.589	$0	13,975.11	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	03/31/2023		A		87,489.07		⁽⁴⁾	⁽⁴⁾	Class I Common Stock	87,489.07	$0	87,489.07	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	06/30/2023		A		95,090.69		⁽⁴⁾	⁽⁴⁾	Class I Common Stock	95,090.69	$0	95,090.69	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	09/30/2023		A		101,222.4		⁽⁴⁾	⁽⁴⁾	Class I Common Stock	101,222.4	$0	101,222.4	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	12/31/2023		A		103,501.46		⁽⁴⁾	⁽⁴⁾	Class I Common Stock	103,501.46	$0	155,507.324	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	01/02/2025		M			52,005.864	⁽⁴⁾	⁽⁴⁾	Class I Common Stock	52,005.864	$0	103,501.46	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	03/31/2024		A		156,272.64		⁽⁴⁾	⁽⁴⁾	Class I Common Stock	156,272.64	$0	156,272.64	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	06/30/2024		A		158,598.94		⁽⁴⁾	⁽⁴⁾	Class I Common Stock	158,598.94	$0	158,598.94	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	09/30/2024		A		159,123.82		⁽⁴⁾	⁽⁴⁾	Class I Common Stock	159,123.82	$0	159,123.82	I	By: Franklin Square Holdings, LP⁽²⁾
Class I Restricted Stock Units	⁽³⁾	12/31/2024		A		157,275.43		⁽⁴⁾	⁽⁴⁾	Class I Common Stock	157,275.43	$0	157,275.43	I	By: Franklin Square Holdings, LP⁽²⁾

Explanation of Responses:

1. Class I Common Stock was issued in exchange for vested Class I Restricted Stock Units issued under the Class I Restricted Stock Unit Agreement between FS Credit Real Estate Income Trust, Inc. (the "Company"), FS Real Estate Advisor, LLC (the "Adviser") and Rialto Capital Management, LLC.

2. The reporting person disclaims beneficial ownership of any shares held by Franklin Square Holdings, L.P., FS Real Estate Advisor, LLC and FSH Seed Capital Vehicle I LLC, a wholly owned subsidiary of Franklin Square Holdings, L.P., that exceed his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. In accordance with the Advisory Agreement between the Company and the Adviser, the Company shall pay the Adviser an administrative services fee equal to 1.0% of the Company's net asset value per annum, payable quarterly, in Class I Restricted Stock Units, subject to the terms and conditions set forth in the Class I Restricted Stock Unit Agreement between the Company and the Adviser. The administrative services fee is split 50/50 between the Adviser and Rialto Capital Management LLC.

4. In accordance with the Class I Restricted Stock Unit Agreement between the Company, the Adviser and Rialto Capital Management, LLC, Class I Restricted Stock Units shall be exchanged for Class I Common Stock on the first, second and third anniversary following the grant of such Class I Restricted Stock Units, in each case in equal 1/3 installments.

	/s/ Michael C. Forman	02/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FS Credit Real Estate Income Trust (FSREI) Form 4FS Credit Real Estate Income Trust / Michael C. Forman ownership change