Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. REITKBSGI

1.

Names of Reporting Persons

Comrit Investments 1, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,755,751.871

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,755,751.871

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,755,751.871

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row 9
18.9%(1)

12.

Type of Reporting Person (See Instructions)
FI

CUSIP No. REITKBSGI

1.

Names of Reporting Persons

Comrit Investments Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Israel

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,755,751.871

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,755,751.871

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,755,751.871

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row 9
18.9%(1)

12.

Type of Reporting Person (See Instructions)
HC

CUSIP No. REITKBSGI

1.

Names of Reporting Persons

Ziv Sapir

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Israel

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,755,751.871

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,755,751.871

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,755,751.871

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row 9
18.9%(1)

12.

Type of Reporting Person (See Instructions)
HC

Item 1 (a).

Name of Issuer:
KBS Growth & Income REIT, Inc.

Item 1 (b).

Address of Issuers Principal Executive Offices:
800 Newport Center Drive, Suite 700, Newport Beach, California 92660

Item 2 (a).

Name of Person Filing:
This statement is being filed by the following persons:

(i)   Comrit Investments 1, LP, a Cayman Islands Exempted Limited Partnership;

(ii)   Comrit Investments Ltd., an Israel limited liability public company; and

(iii)  Ziv Sapir, an Israeli citizen.

Item 2 (b).

Address of Principal Business Office or, if none, Residence:
The address for each of the Reporting Persons is:

9 Ahad Haam Street

Tel Aviv, Israel 6129101

Item 2 (c).

Citizenship:
Comrit Investments 1, LP Cayman Islands

Comrit Investments Ltd. Israel

Ziv Sapir Israel

Item 2 (d).

Title of Class of Securities:
Class A Common Shares, $0.01 Par Value

Item 2 (e).

CUSIP Number:
REITKBSGI

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Insurance company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

x

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

x

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

(k)

o

A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: IC

Item 4.

Ownership.

For Comrit Investments 1, LP:

(a)

Amount beneficially owned:   

1,755,751.871 shares of Stock

(b)

Percent of class:   

18.9%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

1,755,751.871

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

1,755,751.871

(iv)

Shared power to dispose or to direct the disposition of:   

0

For Comrit Investments Ltd.:

(a)

Amount beneficially owned:   

1,755,751.871 shares of Stock

(b)

Percent of class:   

18.9%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

1,755,751.871

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

1,755,751.871

(iv)

Shared power to dispose or to direct the disposition of:   

0

For Ziv Sapir:

(a)

Amount beneficially owned:   

1,755,751.871 shares of Stock

(b)

Percent of class:   

18.9%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

1,755,751.871

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

1,755,751.871

(iv)

Shared power to dispose or to direct the disposition of:   

0

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

COMRIT INVESTMENTS LTD.

/s/ Ziv Sapir

By:

Ziv Sapir

Title:

Chief Executive Officer

COMRIT INVESTMENTS 1, LP

By: Comrit Investments Ltd., its general partner

/s/ Ziv Sapir

By:

Ziv Sapir

Title:

Chief Executive Officer

ZIV SAPIR

/s/ Ziv Sapir

By:

Ziv Sapir

Exhibit 1

Joint Filing Agreement, dated as of February 15, 2019, by and between Comrit Investments Ltd., Comrit Investments 1, LP, and Ziv Sapir, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.