UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 
 (Mark One)
 XANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 Commission File Number: 333-223022
 
 
 Oaktree Real Estate Income Trust, Inc.
 (Exact name of registrant as specified in its charter)
 
 Maryland82-2365593(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
 333 South Grand Avenue, 28 th Floor
 Los Angeles, CA 90071
 (Address of principal executive offices) (Zip Code)
 (213) 830-6300
 (Registrant’s telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act: None
 Title of each classTrading Symbol(s)Name of each exchange on which registered
 
 Securities registered pursuant to Section 12(g) of the Act: None
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes ☐    No  X
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes ☐    No  X
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X    No  ☐
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  X    No  ☐
 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☐Accelerated filer☐Non-accelerated filerXSmaller reporting company☐Emerging growth companyX
 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 13(a) of the Exchange Act.  Yes  ☐    No  X
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐    No  X
 The number of the registrant’s outstanding shares of common stock, par value $0.01 per share, as of March 27, 2020 was 18,065,822 (consisting of 8,886,068 Class S shares and 9,179,754 Class I shares).
 
 DOCUMENTS INCORPORATED BY REFERENCE
 Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its 2020 annual meeting of stockholders filed on April 28, 2020 with the Securities and Exchange Commission.
 
 
  
 
 EXPLANATORY NOTE
 Oaktree Real Estate Income Trust, Inc. (the “Company,” “we,” “us,” and “our”) is filing this Amendment No. 1 (the “Amendment”) on Form 10-K/A to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on March 30, 2019 (the “Original 10-K”), for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original 10-K. The cover page is also amended to add a reference to incorporation by reference of the Company’s definitive proxy statement.
 We are filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language added to the introductory portion of paragraph 4 and the language of revised paragraph 4(b), which language was inadvertently omitted from the certifications when originally filed. The Amendment does not reflect events occurring after the date of the filing of the Original 10-K or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original 10-K. The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment.
 
 
  
 
 PART IV.
 
 ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
 EXHIBIT INDEX
 ExhibitNumberDescription31.1*Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 * Filed herewith.
 
 
  
 
 SIGNATURES
 Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  OAKTREE REAL ESTATE INCOME TRUST, INC.May 29, 2020/s/ John BradyDateJohn BradyChief Executive Officer(Principal Executive Officer)