SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
checkbox checked None
Entity Type
0001893262
checkbox checked Corporation
checkbox unchecked Limited Partnership
checkbox unchecked Limited Liability Company
checkbox unchecked General Partnership
checkbox unchecked Business Trust
checkbox unchecked Other (Specify)

Name of Issuer
J.P. Morgan Real Estate Income Trust, Inc.
Jurisdiction of Incorporation/Organization
MARYLAND
Year of Incorporation/Organization
checkbox unchecked Over Five Years Ago
checkbox checked Within Last Five Years (Specify Year) 2021
checkbox unchecked Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
J.P. Morgan Real Estate Income Trust, Inc.
Street Address 1 Street Address 2
277 PARK AVENUE
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10172 212-270-6000

3. Related Persons

Last Name First Name Middle Name
Tredway Chad
Street Address 1 Street Address 2
277 Park Avenue, 9th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10172
Relationship: checkbox checked Executive Officer checkbox checked Director checkbox unchecked Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Goodfield Lawrence A.
Street Address 1 Street Address 2
277 Park Avenue, 9th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10172
Relationship: checkbox checked Executive Officer checkbox unchecked Director checkbox unchecked Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Schwartz Douglas A.
Street Address 1 Street Address 2
277 Park Avenue, 9th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10172
Relationship: checkbox checked Executive Officer checkbox unchecked Director checkbox unchecked Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Esrig Dave S.
Street Address 1 Street Address 2
277 Park Avenue, 9th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10172
Relationship: checkbox checked Executive Officer checkbox unchecked Director checkbox unchecked Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Porwoll Christian P.
Street Address 1 Street Address 2
277 Park Avenue, 9th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10172
Relationship: checkbox checked Executive Officer checkbox unchecked Director checkbox unchecked Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Nelson Yvonne D.
Street Address 1 Street Address 2
277 Park Avenue, 9th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10172
Relationship: checkbox unchecked Executive Officer checkbox checked Director checkbox unchecked Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Murphy Justin M.
Street Address 1 Street Address 2
277 Park Avenue, 9th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10172
Relationship: checkbox unchecked Executive Officer checkbox checked Director checkbox unchecked Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Daniels Randy A.
Street Address 1 Street Address 2
277 Park Avenue, 9th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10172
Relationship: checkbox unchecked Executive Officer checkbox checked Director checkbox unchecked Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Ramseyer William L.
Street Address 1 Street Address 2
277 Park Avenue, 9th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10172
Relationship: checkbox unchecked Executive Officer checkbox checked Director checkbox unchecked Promoter

Clarification of Response (if Necessary):


4. Industry Group

checkbox unchecked Agriculture
Banking & Financial Services
checkbox unchecked Commercial Banking
checkbox unchecked Insurance
checkbox unchecked Investing
checkbox unchecked Investment Banking
checkbox unchecked Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
checkbox unchecked Yes checkbox unchecked No
checkbox unchecked Other Banking & Financial Services
checkbox unchecked Business Services
Energy
checkbox unchecked Coal Mining
checkbox unchecked Electric Utilities
checkbox unchecked Energy Conservation
checkbox unchecked Environmental Services
checkbox unchecked Oil & Gas
checkbox unchecked Other Energy
Health Care
checkbox unchecked Biotechnology
checkbox unchecked Health Insurance
checkbox unchecked Hospitals & Physicians
checkbox unchecked Pharmaceuticals
checkbox unchecked Other Health Care
checkbox unchecked Manufacturing
Real Estate
checkbox unchecked Commercial
checkbox unchecked Construction
checkbox checked REITS & Finance
checkbox unchecked Residential
checkbox unchecked Other Real Estate
checkbox unchecked
Retailing
checkbox unchecked
Restaurants
Technology
checkbox unchecked Computers
checkbox unchecked Telecommunications
checkbox unchecked Other Technology
Travel
checkbox unchecked Airlines & Airports
checkbox unchecked Lodging & Conventions
checkbox unchecked Tourism & Travel Services
checkbox unchecked Other Travel
checkbox unchecked
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
checkbox unchecked No Revenues checkbox unchecked No Aggregate Net Asset Value
checkbox unchecked $1 - $1,000,000 checkbox unchecked $1 - $5,000,000
checkbox unchecked $1,000,001 - $5,000,000 checkbox unchecked $5,000,001 - $25,000,000
checkbox unchecked $5,000,001 - $25,000,000 checkbox unchecked $25,000,001 - $50,000,000
checkbox unchecked $25,000,001 - $100,000,000 checkbox unchecked $50,000,001 - $100,000,000
checkbox unchecked Over $100,000,000 checkbox unchecked Over $100,000,000
checkbox checked Decline to Disclose checkbox unchecked Decline to Disclose
checkbox unchecked Not Applicable checkbox unchecked Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

checkbox unchecked Rule 504(b)(1) (not (i), (ii) or (iii))
checkbox unchecked Rule 504 (b)(1)(i)
checkbox unchecked Rule 504 (b)(1)(ii)
checkbox unchecked Rule 504 (b)(1)(iii)
checkbox checked Rule 506(b)
checkbox unchecked Rule 506(c)
checkbox unchecked Securities Act Section 4(a)(5)
checkbox unchecked Investment Company Act Section 3(c)
checkbox unchecked Section 3(c)(1) checkbox unchecked Section 3(c)(9)  
checkbox unchecked Section 3(c)(2) checkbox unchecked Section 3(c)(10)
checkbox unchecked Section 3(c)(3) checkbox unchecked Section 3(c)(11)
checkbox unchecked Section 3(c)(4) checkbox unchecked Section 3(c)(12)
checkbox unchecked Section 3(c)(5) checkbox unchecked Section 3(c)(13)
checkbox unchecked Section 3(c)(6) checkbox unchecked Section 3(c)(14)
checkbox unchecked Section 3(c)(7)

7. Type of Filing

checkbox unchecked New Notice Date of First Sale 2024-01-02 checkbox unchecked First Sale Yet to Occur
checkbox checked Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
checkbox checked Yes checkbox unchecked No

9. Type(s) of Securities Offered (select all that apply)

checkbox checked Equity checkbox unchecked Pooled Investment Fund Interests
checkbox unchecked Debt checkbox unchecked Tenant-in-Common Securities
checkbox unchecked Option, Warrant or Other Right to Acquire Another Security checkbox unchecked Mineral Property Securities
checkbox unchecked Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security checkbox unchecked Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
checkbox unchecked Yes checkbox checked No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number checkbox unchecked None
J.P. Morgan Institutional Investments Inc. 102920
(Associated) Broker or Dealer checkbox checked None
(Associated) Broker or Dealer CRD Number checkbox checked None
None None
Street Address 1 Street Address 2
383 Madison Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10179
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
checkbox checked All States
checkbox unchecked Foreign/non-US

Recipient
Recipient CRD Number checkbox unchecked None
J.P. Morgan Securities LLC 79
(Associated) Broker or Dealer checkbox checked None
(Associated) Broker or Dealer CRD Number checkbox checked None
None None
Street Address 1 Street Address 2
383 Madison Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10179
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
checkbox checked All States
checkbox unchecked Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $500,000,000 USD
or checkbox unchecked Indefinite
Total Amount Sold $23,190,035 USD
Total Remaining to be Sold $476,809,965 USD
or checkbox unchecked Indefinite

Clarification of Response (if Necessary):

14. Investors

checkbox unchecked
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
104

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $394,535 USD
checkbox unchecked Estimate
Finders' Fees $0 USD
checkbox unchecked Estimate

Clarification of Response (if Necessary):

Dealer Manager may receive sales commissions of up to 3.5% of the transaction price for each share sold in this offering.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
checkbox unchecked Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
J.P. Morgan Real Estate Income Trust, Inc. Christian Porwoll Christian P. Porwoll Secretary 2024-12-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.