SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STERNLICHT BARRY S

(Last)

(First)

(Middle)

C/O STARWOOD CREDIT REAL ESTATE

INCOME TRUST, 2340 COLLINS AVENUE

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2023

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)
Common Shares	11/30/2023		A		1,575,000	A	$20	1,575,050	I	By Starwood Real Estate Income Holdings, L.P.⁽¹⁾
Common Shares	12/01/2023		D		1,575,050	D	⁽²⁾	0	I	By Starwood Real Estate Income Holdings, L.P.⁽¹⁾
Class E Common Shares	12/01/2023		A		1,575,050	A	⁽²⁾	1,575,050	I	By Starwood Real Estate Income Holdings, L.P.⁽¹⁾

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)

Explanation of Responses:

1. Starwood Real Estate Income Holdings, L.P. is the direct holder of the common shares and/or Class E common shares as described herein. Starwood Real Estate Income Holdings GP, L.L.C. is the general partner of Starwood Real Estate Income Holdings, L.P. Starwood Capital Group Holdings, L.P. is the sole member of Starwood Real Estate Income Holdings GP, L.L.C. Starwood Capital Group Holdings GP, L.L.C. is the general partner of Starwood Capital Group Holdings, L.P. BSS SCG GP Holdings, LLC is the managing member of Starwood Capital Group Holdings GP, L.L.C. and Barry Sternlicht is the sole owner and managing member of BSS SCG GP Holdings, LLC. Each of the foregoing persons may be deemed to beneficially own the reported securities but disclaims beneficial ownership except to the extent of such person's pecuniary interest therein.

2. In connection with the effectiveness of the Starwood Credit Real Estate Income Trust's Amended and Restated Declaration of Trust, on December 1, 2023, Starwood Real Estate Income Holdings, L.P. exchanged its common shares for an equal number of Class E common shares upon the classification of the Class E common shares.

	/s/ Rachel O. Zane, as Attorney-in-Fact	12/01/2023
	** 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).
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