UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
PIMCO Flexible Real Estate Income Fund
(Name of Issuer)
Institutional Class Common Shares
(Title of Class of Securities)
72203N509
(CUSIP Number)
Daniel J. Ivascyn
c/o Pacific Investment
Management Company
LLC
650 Newport Center Drive
Newport Beach, California 92660
Copy to:
Regina M. Schlatter, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
Telephone: (714) 540-1235
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 3, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.: 72203N509
1. |
Name of Reporting Person:
Daniel J. Ivascyn | |||||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ☐ (b) ☐
| |||||
3. | SEC Use Only:
| |||||
4. | Source of Funds:
PF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
6. | Citizenship or Place of Organization:
USA |
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power:
492,610.837 | ||||
8. | Shared Voting Power:
0 | |||||
9. | Sole Dispositive Power:
492,610.837 | |||||
10. | Shared Dispositive Power:
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
492,610.837 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
13. | Percent of Class Represented By Amount In Row (11):
8.6% (1) | |||||
14. | Type of Reporting Person:
IN |
(1) | Represents the Reporting Persons current beneficial ownership percentage based upon 5,762,108 Common Shares outstanding as of November 3, 2023. |
2
This amendment to Schedule 13D (Amendment No. 4) amends the Schedule 13D of Daniel J. Ivascyn originally filed with the Securities and Exchange Commission (the SEC) on March 27, 2023, as subsequently amended by Amendment No. 1 filed with the SEC on June 6, 2023, Amendment No. 2 filed with the SEC on September 20, 2023, and Amendment No. 3 filed with the SEC on October 5, 2023 (collectively, the Schedule) to report and reflect a reduction in the beneficial ownership of the Issuers Common Shares due to an increase in the outstanding Common Shares of the Issuer. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule. Except as set forth herein, the Schedule is unmodified.
Item 5. | Interest in Securities of the Issuer |
Item 5 is amended and replaced in its entirety as follows:
(a) | The Reporting Person beneficially owns 492,610.837 Common Shares of the Issuer, which represents approximately 8.6% of the Issuers currently outstanding Common Shares, based upon 5,762,108 Common Shares outstanding as of November 3, 2023. |
(b) | The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition of, all of the Common Shares beneficially owned by the Reporting Person described in paragraph (a) above. |
(c) | The Reporting Person has not effected any transactions in the Issuers Common Shares within the past 60 days. |
(d) | No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, his Common Shares. |
(e) | Not applicable. |
Item 7. | Materials to be Filed as Exhibits. |
Exhibit |
Description | |
1 | Power of Attorney. |
3
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.
Dated: November 7, 2023
/s/ Michelle Fabre, Attorney-in-Fact for Daniel J. Ivascyn |
Exhibit 1
POWER OF ATTORNEY
Daniel J. Ivascyn
The undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, the undersigneds true and lawful attorney in fact to:
1. | execute for and on behalf of the undersigned, Schedules 13D and 13G (including any amendments thereto) as may be required under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or any rule or regulation of the SEC, regarding the undersigneds investment in any of the registered investment companies and business development companies (and any successor companies) listed on Schedule A attached hereto, as amended from time to time, and any other registered investment company or business development company affiliated with or established by Pacific Investment Management Company LLC (each a Fund); |
2. | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and |
3. | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in facts discretion. |
The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Fund assuming, any of the undersigneds responsibilities to comply with Section 13 of the Exchange Act.
This Power of Attorney may be executed in written form, by facsimile or by other means using electronic or digital technology, whether it is a computer-generated signature, an electronic copy of the partys true ink signature or otherwise.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by any Fund, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of October, 2023.
/s/ Daniel J. Ivascyn |
Daniel J. Ivascyn |
SCHEDULE A
FUND NAME AND SYMBOL*
1. | PIMCO ENERGY & TACTICAL CREDIT OPPORTUNITIES FUND (and its successor name change to PIMCO DYNAMIC INCOME STRATEGY FUND) NRGX (PDX) |
2. | PIMCO FLEXIBLE REAL ESTATE INCOME FUND REFLX |
* | While one ticker symbol per Fund (as applicable) is listed, this Power of Attorney covers all ticker symbols of each Fund. |
INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,
WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION
1. | Michelle Fabre |