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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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BrightSpire Capital, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
08/17/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CWRE SSF Securities Holding, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,812,258.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CWRE Special Situations Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,812,258.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CW Investment Advisers, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,812,258.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Hon Kit Shing | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW ZEALAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,812,258.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
BrightSpire Capital, Inc. |
| (b) | Address of issuer's principal executive offices:
590 MADISON AVENUE, 33RD FLOOR, NEW YORK, NEW YORK, 10022. |
| Item 2. | |
| (a) | Name of person filing:
CWRE SSF Securities Holding, LP
CWRE Special Situations Fund GP, LLC
CW Investment Advisers, LLC
Hon Kit Shing |
| (b) | Address or principal business office or, if none, residence:
333 South Hope Street, Suite 2500, Los Angeles CA 90071 |
| (c) | Citizenship:
CWRE SSF Securities Holding, LP is a Delaware limited partnership;
CWRE Special Situations Fund GP, LLC is a Delaware limited liability company;
CW Investment Advisers, LLC is a Delaware limited liability company; and
Hon Kit Shing is a New Zealand citizen. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
CWRE Special Situations Fund GP, LLC ("Fund GP") is the general partner of CWRE SSF Securities Holding, LP ("Securities Holding"). In such capacity, Fund GP may be deemed to be the beneficial owner of the Common Stock owned directly by Securities Holding.
CW Investment Advisers, LLC ("Investment Advisers") acts as investment manager to Securities Holding pursuant to an investment management agreement. Under such agreement, Investment Advisers has discretionary investment authority and voting power with respect to the shares of Common Stock directly held by Securities Holding. As such, Investment Advisers could be deemed to beneficially own the shares of Common Stock owned directly by Securities Holding.
Mr. Shing is the sole director of Fund GP and the manager of Investment Advisers and, as such, could be deemed to beneficially own the shares of Common Stock owned directly by Securities Holding.
The filing of this statement shall not be construed as an admission that any of Fund GP, Investment Advisers or Mr. Shing is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. |
| (b) | Percent of class:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | |
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | |
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | |
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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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Exhibit Information
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Exhibit 99.1: Joint Filing Agreement, dated as of August 14, 2026, by and among CWRE SSF Securities Holding, LP, CWRE Special Situations Fund GP, LLC, CW Investment Advisers, LLC, and Hon Kit Shing, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |