POS EX

As filed with the Securities and Exchange Commission on March 9, 2018

Registration No. 333-208751

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 10 to

Form S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

RREEF Property Trust, Inc.

(Exact Name of Registrant as Specified in Governing Instruments)

345 Park Avenue, 26^th Floor

New York, NY 10154

(212) 454-6260

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

_________________

James N. Carbone

Chief Executive Officer

345 Park Avenue, 26^th Floor

New York, NY 10154

(212) 454-6260

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

__________________________ 

With copies to:

Rosemarie A. Thurston

Jason W. Goode

Alston & Bird LLP

1201 West Peachtree Street

Atlanta, GA 30309

(404) 881-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x Registration No. 333-208751

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o  (Do not check if smaller reporting company)	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.x

EXPLANATORY NOTE

This Post-Effective Amendment No. 10 to the Registration Statement on Form S-11 (No. 333-208751) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Financial Statements and Exhibits

(b) Exhibits.

The following exhibits are filed as part of this registration statement:

Ex. Description

23.1 Consent of KPMG, LLP

23.4 Consent of Altus Group U.S. Inc.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-11 and has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on this 9^th day of March, 2018.

RREEF Property Trust, Inc.
By:	/s/ James N. Carbone
	James N. Carbone
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.

Name	Title	Date
/s/ James N. Carbone	Chief Executive Officer and Director (Principal Executive Officer)	March 9, 2018
James N. Carbone
/s/ Eric M. Russell	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 9, 2018
Eric M. Russell
*	Chairman of the Board	March 9, 2018
W. Todd Henderson
*	Director	March 9, 2018
Marc L. Feliciano
*	Independent Director	March 9, 2018
Deborah H. McAneny
*	Independent Director	March 9, 2018
Murray J. McCabe
*	Independent Director	March 9, 2018
M. Peter Steil, Jr.
*	Independent Director	March 9, 2018
Charles H. Wurtzebach

*By:	/s/ James N. Carbone	Attorney-in-Fact	March 9, 2018
	James N. Carbone

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

RREEF Property Trust, Inc.:

We consent to the use of our report dated March 7, 2018, with respect to the consolidated balance sheets of RREEF Property Trust, Inc. and subsidiaries as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the years in the three-year period ended December 31, 2017, and the related financial statement schedule III, Real Estate and Accumulated Depreciation (collectively, the "consolidated financial statements"), included in Supplement No. 16 to the prospectus relating to this registration statement and to the reference to our firm under the heading “Experts” therein.

/s/ KPMG LLP

KPMG LLP

San Francisco, California     

March 9, 2018

EX-23.4

Exhibit 23.4

Consent of Independent Valuation Advisor

We hereby consent to (1) the reference to our name (including under the heading “Experts”) and the description of our role under the headings “Net Asset Value Calculation and Valuation Guidelines-Our Independent Valuation Advisor” and “Net Asset Value Calculation and Valuation Guidelines-Valuation of Properties” in the Registration Statement on Form S-11 (Commission File No. 333-208751) of RREEF Property Trust, Inc. (the “Company”), and the prospectus included therein (the “Prospectus”); (2) the disclosure on page 1 of Supplement No. 16 to the Prospectus to be filed on the date hereof that the amounts presented under “Valuation of Properties” represent the estimated market values of the Company’s real property interests in its office, retail, industrial and apartment properties as of the date presented; and (3) the reference to our name under the heading “Experts” on page 1 of Supplement No. 16 to the Prospectus to be filed on the date hereof.

/s/ Altus Group U.S. Inc.

Altus Group U.S. Inc.

New York, New York

March 9, 2018