POS EX

As filed with the Securities and Exchange Commission on May 17, 2022

Registration No. 333-232425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 15 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)

875 Third Avenue, 26th Floor

New York, NY 10022

(212) 454-4500

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

_________________

Anne-Marie Vandenberg

Chief Executive Officer

875 Third Avenue, 26th Floor

New York, NY 10022

(212) 454-4500

(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. 333-232425

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, a 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. 15 to the Registration Statement on Form S-11 (No. 333-232425) 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
23.1*	Consent of Altus Group U.S. Inc.
*	Filed herewith.

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 17th day of May, 2022.

RREEF Property Trust, Inc.
By:	/s/ Anne-Marie Vandenberg
	Anne-Marie Vandenberg
	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/ Anne-Marie Vandenberg	Chief Executive Officer (Principal Executive Officer)	May 17, 2022
Anne-Marie Vandenberg
/s/ Eric M. Russell	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 17, 2022
Eric M. Russell
*	Chairman of the Board	May 17, 2022
W. Todd Henderson
*	Independent Director	May 17, 2022
Deborah H. McAneny
*	Independent Director	May 17, 2022
M. Peter Steil, Jr.
*	Independent Director	May 17, 2022
Charles H. Wurtzebach

* By	/s/ Eric M. Russell	Attorney-in-Fact	May 17, 2022
	Eric M. Russell

EX-23.1

Exhibit 23.1

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. 333-232425) of RREEF Property Trust, Inc. (the “Company”), and the prospectus included therein (the “Prospectus”); and (2) the disclosure on page 1 of Supplement No. 2 to the Prospectus to be filed on the date hereof that the amount presented under “Valuation of Properties” represents the sum of the estimated values of the Company’s investments in real estate as of the date presented as derived from property valuations, appraisals and acquisitions contained in a schedule submitted by us in accordance with the process described in part (1) above. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

/s/ Altus Group U.S. Inc.

Altus Group U.S. Inc.

May 17, 2022