| 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 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) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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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 Schedule 13G 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 Schedule 13G. |
| (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. |
| (c) | Number of shares as to which the person has:
|
| | (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.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)