POS EX

As filed with the Securities and Exchange Commission on November 20, 2019

Registration No. 333-208751

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 22 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)

_________________

W. Todd Henderson

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	x	Smaller reporting company	x
		Emerging growth company	o

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.o

EXPLANATORY NOTE

This Post-Effective Amendment No. 22 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:

Exhibit No.	Description
10.1+	Purchase and Sale Agreement, dated August 8, 2019, by and between 4101 Roswell Road (Marietta), LLC and RREEF America L.L.C., incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 14, 2019.
10.2	Assignment and Assumption of Purchase and Sale Agreement, dated September 16, 2019, by and between RREEF America L.L.C. and RPT Providence Square, LLC, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on November 14, 2019.
10.3	Loan Agreement, dated September 16, 2019, by and between Nationwide Life Insurance Company and RPT Providence Square, LLC, incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on November 14, 2019.
10.4	Indemnity Agreement, dated September 16, 2019, by and between Nationwide Life Insurance Company and RPT Providence Square, LLC, incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on November 14, 2019.
10.5	First Amendment to Amended and Restated Revolving Loan Agreement and Omnibus Amendment to Loan Documents, dated November 13, 2019, by and among RPT Anaheim Hills Office Plaza, LLC, RPT Heritage Parkway, LLC, RPT Terra Nova Plaza, LLC, RPT Loudoun Gateway I, LLC, RPT Allied Drive, LLC, RPT Palmetto Lakes, LLC, RPT Hialeah I, LLC, RPT Hialeah II, LLC, and Wells Fargo Bank, National Association, as Lender and administrative agent, incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on November 14, 2019.
23.1*	Consent of KPMG LLP
23.4*	Consent of Altus Group U.S. Inc.
*	Filed herewith
+	Certain identified confidential information has been redacted from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

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 20^th day of November, 2019.

RREEF Property Trust, Inc.
By:	/s/ W. Todd Henderson
	W. Todd Henderson
	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/ W. Todd Henderson	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	November 20, 2019
W. Todd Henderson
/s/ Eric M. Russell	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 20, 2019
Eric M. Russell
*	Director	November 20, 2019
Anne-Marie Vandenberg
*	Independent Director	November 20, 2019
Deborah H. McAneny
*	Independent Director	November 20, 2019
M. Peter Steil, Jr.
*	Independent Director	November 20, 2019
Charles H. Wurtzebach

* By	/s/ Eric M. Russell	Attorney-in-Fact	November 20, 2019
	Eric M. Russell

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

To the stockholders and board of directors

RREEF Property Trust, Inc.:

We consent to the use of our report dated November 8, 2019 with respect to the Historical Summary of Gross Income and Direct Operating Expenses (“Historical Summary”) of Providence Square (the “Property”) for the year ended December 31, 2018, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

San Francisco, California

November 20, 2019

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. 14 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. 14 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

November 20, 2019