SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BROOKFIELD ASSET MANAGEMENT INC.

(Last) (First) (Middle)
BROOKFIELD PLACE
181 BAY STREET, SUITE 300

(Street)
TORONTO A6 M5J2T3

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hospitality Investors Trust, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Units (5) 03/29/2019 J(1) 215,378.75 03/29/2019 (5) OP Units(5) 215,378.75 $0 26,881,117.31(1) I See Explanatory Responses(1)(2)(3)(4)(5)
1. Name and Address of Reporting Person*
BROOKFIELD ASSET MANAGEMENT INC.

(Last) (First) (Middle)
BROOKFIELD PLACE
181 BAY STREET, SUITE 300

(Street)
TORONTO A6 M5J2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Partners Ltd

(Last) (First) (Middle)
BROOKFIELD PLACE
181 BAY STREET, SUITE 300

(Street)
TORONTO A6 M5J2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brookfield Holdings Canada Inc.

(Last) (First) (Middle)
BROOKFIELD PLACE
181 BAY STREET, SUITE 300

(Street)
TORONTO A6 M5J2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brookfield US Holdings Inc.

(Last) (First) (Middle)
BROOKFIELD PLACE
181 BAY STREET, SUITE 300

(Street)
TORONTO A6 M5J2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BUSC Finance LLC

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brookfield Property Group LLC

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brookfield Strategic Real Estate Partners II GP of GP LLC

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brookfield Strategic Real Estate Partners II GP L.P

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brookfield US Inc.

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)
Explanation of Responses:
1. On March 29, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 215,378.75 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 26,665,738.56 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 26,881,117.31 Class C Units (adjusted by .01 unit due to rounding).
2. 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 Inc., a Delaware corporation ("BUSI"); (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)
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 26,881,117.31 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.
4. 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.
5. 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.
Remarks:
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) 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. (6) Name: Justin Beber Title: Head of Corporate Strategy and Chief Legal Officer 04/02/2019
/s/ Brian Lawson By: PARTNERS LIMITED (6) Name: Brian Lawson Title: President 04/02/2019
/s/ Katayoon Sarpash By: BROOKFIELD HOLDINGS CANADA INC. (6) Name: Katayoon Sarpash Title: Vice President and Secretary 04/02/2019
/s/ Katayoon Sarpash By: BROOKFIELD US HOLDINGS INC. (6) Name: Katayoon Sarpash Title: Vice President and Secretary 04/02/2019
/s/ Josh Zinn By: BUSC FINANCE LLC (6) Name: Josh Zinn Title: Vice President 04/02/2019
/s/ Melissa Lang By: BROOKFIELD PROPERTY GROUP LLC (6) Name: Melissa Lang Title: Senior Vice President and Secretary 04/02/2019
/s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC (6) Name: Melissa Lang Title: Senior Vice President and Secretary 04/02/2019
/s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP L.P. (6) By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC, its general partner Name: Melissa Lang Title: Senior Vice President and Secretary 04/02/2019
/s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC (6) Name: Melissa Lang Title: Senior Vice President and Secretary 04/02/2019
/s/ Josh Zinn By: BROOKFIELD US INC. (6) Name: Josh Zinn Title: Vice President 04/02/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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