0001140361-19-000236.txt : 20190103
0001140361-19-000236.hdr.sgml : 20190103
20190103154421
ACCESSION NUMBER: 0001140361-19-000236
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181231
FILED AS OF DATE: 20190103
DATE AS OF CHANGE: 20190103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
CENTRAL INDEX KEY: 0001702614
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505189
BUSINESS ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Strategic Real Estate Partners II GP L.P
CENTRAL INDEX KEY: 0001702617
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505190
BUSINESS ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Strategic Real Estate Partners II GP of GP LLC
CENTRAL INDEX KEY: 0001702615
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505191
BUSINESS ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Property Group LLC
CENTRAL INDEX KEY: 0001680278
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505192
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281-1023
BUSINESS PHONE: 212 417 7000
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281-1023
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BUSC Finance LLC
CENTRAL INDEX KEY: 0001702556
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505193
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield US Corp
CENTRAL INDEX KEY: 0001504721
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505194
BUSINESS ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 416 956-5812
MAIL ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield US Holdings Inc.
CENTRAL INDEX KEY: 0001504722
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505195
BUSINESS ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 416 956-5812
MAIL ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Holdings Canada Inc.
CENTRAL INDEX KEY: 0001540230
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505196
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: Brookfield Holdings Canada
DATE OF NAME CHANGE: 20120123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Partners Ltd
CENTRAL INDEX KEY: 0001540229
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505197
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC.
CENTRAL INDEX KEY: 0001001085
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 19505198
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN CORP/
DATE OF NAME CHANGE: 20010321
FORMER NAME:
FORMER CONFORMED NAME: EDPERBRASCAN CORP
DATE OF NAME CHANGE: 19970904
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN LTD
DATE OF NAME CHANGE: 19950919
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Hospitality Investors Trust, Inc.
CENTRAL INDEX KEY: 0001583077
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 800943668
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: PARK AVENUE TOWER, 65 EAST 55TH STREET
STREET 2: SUITE 801
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (571) 529-6390
MAIL ADDRESS:
STREET 1: PARK AVENUE TOWER, 65 EAST 55TH STREET
STREET 2: SUITE 801
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: American Realty Capital Hospitality Trust, Inc.
DATE OF NAME CHANGE: 20130801
4
1
form4.xml
FORM 4
X0306
4
2018-12-31
0001583077
Hospitality Investors Trust, Inc.
NONE
0001001085
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
true
0001540229
Partners Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
true
0001540230
Brookfield Holdings Canada Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
true
0001504722
Brookfield US Holdings Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
true
0001504721
Brookfield US Corp
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001702556
BUSC Finance LLC
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001680278
Brookfield Property Group LLC
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001702615
Brookfield Strategic Real Estate Partners II GP of GP LLC
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001702617
Brookfield Strategic Real Estate Partners II GP L.P
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001702614
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
Class C Units
2018-12-31
4
J
0
148467.68
0
A
2018-12-31
OP Units
148467.68
11767677.78
I
See Explanatory Responses
On December 31, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 148,467.68 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") as a payment-in-kind dividend on 11,619,210.10 Class C Units (adjusted by .01 unit due to rounding) owned by BSREP II at the time of the dividend payment date in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo filed as Exhibit 4.2 to Hospitality Investors Trust, Inc.'s (the "Issuer") Current Report on Form 8-K filed on March 31, 2017. As a result of the foregoing transaction, BSREP II owns 11,767,677.78 Class C Units (adjusted by .01 unit due to rounding).
This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Brookfield Asset Management Inc., a corporation formed under the laws of Ontario, Canada ("BAM"); (ii) Partners Limited, a corporation formed under the laws of Ontario, Canada ("Partners Limited"); (iii) Brookfield Holdings Canada Inc., a corporation formed under the laws of Ontario, Canada ("BHC"); (iv) Brookfield US Holdings Inc., a corporation formed under the laws of Ontario, Canada ("BUSHI"); (v) Brookfield US Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance"); (vii) Brookfield Property Master Holdings LLC, a Delaware limited liability company ("BPMH"); (continued in footnote 3)
(continued from footnote 2) (viii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (ix) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (x) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (xi) BSREP II, which directly holds 11,767,677.78 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 14,786 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 7,210 shares of which are subject to forfeiture in respect of Lowell Baron's and Bruce Wiles's service as directors of the Issuer, through its wholly owned subsidiary BSREP II Hospitality II Board LLC, a Delaware limited liability company. (continued in footnote 4)
(continued from footnote 3) On or about January 3, 2019, pursuant to an internal reorganization, BUSC is expected to merge with and into Brookfield Special Opportunities Inc., a Delaware corporation, with Brookfield Special Opportunities Inc. surviving the merger as a wholly-owned subsidiary of BUSHI and the direct parent company of BUSC Finance.
Each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the Reporting Persons directly or indirectly controlled by it, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Class C Units of OpCo generally are convertible into units of limited partnership interests in OpCo entitled "OP Units" ("OP Units") at any time at the option of BSREP II at an initial conversion price of $14.75, subject to customary antidilution adjustments upon the occurrence of certain events and transactions. OP Units, in turn, generally are redeemable for shares of the Issuer's Common Stock on a one-for-one-basis or the cash value of a corresponding number of shares of Common Stock, at the election of the Issuer, in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo. Neither the Class C Units nor OP Units has an expiration date.
(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
(8) Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, BPMH has jointly filed with the Reporting Persons on a separate Form 4 filing submitted on the same day hereof.
/s/ Justin Beber
By: BROOKFIELD ASSET MANAGEMENT INC. (7)
Name: Justin Beber
Title: Chief Legal Officer and Corporate Secretary
2019-01-03
/s/ Brian Lawson
By: PARTNERS LIMITED (7)
Name: Brian Lawson
Title: President
2019-01-03
/s/ Katayoon Sarpash
By: BROOKFIELD HOLDINGS CANADA INC. (7)
Name: Katayoon Sarpash
Title: Vice President
2019-01-03
/s/ Katayoon Sarpash
By: BROOKFIELD US HOLDINGS INC. (7)
Name: Katayoon Sarpash
Title: Vice President
2019-01-03
/s/ Josh Zinn
By: BROOKFIELD US CORPORATION (7)
Name: Josh Zinn
Title: Vice President
2019-01-03
/s/ Josh Zinn
By: BUSC FINANCE LLC (7)
Name: Josh Zinn
Title: Vice President
2019-01-03
/s/ Melissa Lang
By: BROOKFIELD PROPERTY GROUP LLC (7)
Name: Melissa Lang
Title: Senior Vice President and Secretary
2019-01-03
/s/ Melissa Lang
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC (7)
Name: Melissa Lang
Title: Senior Vice President and Secretary
2019-01-03
/s/ Melissa Lang
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP L.P. (7)
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC, its general partner
Name: Melissa Lang
Title: Senior Vice President and Secretary
2019-01-03
/s/ Melissa Lang
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC (7)
Name: Melissa Lang
Title: Senior Vice President and Secretary
2019-01-03