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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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First Eagle Real Estate Debt Fund (Name of Issuer) |
Class I Common Shares of Beneficial Interest, $0.001 par value (Title of Class of Securities) |
(CUSIP Number) |
Bleichroeder LP 1345 Avenue of the Americas, 47th Floor New York, NY, 10105 (212) 698-3101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/07/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Bleichroeder LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,249,141.59 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Bleichroeder Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,249,141.59 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Andrew Gundlach | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,249,141.59 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class I Common Shares of Beneficial Interest, $0.001 par value | |
| (b) | Name of Issuer:
First Eagle Real Estate Debt Fund | |
| (c) | Address of Issuer's Principal Executive Offices:
1345 Avenue of the Americas, New York,
NEW YORK
, 10105. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on April 7, 2025, as amended and restated by Amendment No. 1 filed with the SEC on April 7, 2025 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on May 2, 2025, Amendment No. 3 filed with the SEC on August 8, 2025, and this Amendment No. 4 (collectively, the "Schedule 13D"), with respect to the Class I Common Shares of Beneficial Interest, $0.001 par value (the "Shares"), of First Eagle Real Estate Debt Fund, a closed-end management investment company organized as a Delaware statutory trust (the "Issuer"), and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as otherwise provided herein, each item of the Schedule 13D remains unchanged. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to include the following:
An aggregate 118,665.44 Shares held in accounts managed by Bleichroeder were tendered in the Issuer's quarterly repurchase offer that ended on July 7, 2026, and repurchased by the Issuer at a price of $25.45, representing the net asset value per Share on July 7, 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended to include the following:
As of the date of this Amendment No. 4, the Reporting Persons beneficially own 1,249,141.59 Shares, representing approximately 41% of the outstanding Shares.
The percentages used herein are based upon 3,049,478.65 Shares outstanding as of July 8, 2026, based upon information received from the Issuer. | |
| (b) | Item 5(b) is hereby amended to include the following:
The Reporting Persons have shared voting and dispositive power over 1,249,141.59 Shares. | |
| (c) | Item 5(c) is hereby amended to include the following:
The response to Item 4 of this Amendment No. 4 is incorporated by reference herein. Except as set forth in Item 4 of this Amendment No. 4, the Reporting Persons have not effected any transaction in the Shares within 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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