X0306 4 2017-09-29 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 2017-09-29 4 J 0 118443.5 0 A 2017-09-29 OP Units 118443.5 9387935.02 I See Explanatory Responses On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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 transactions, BSREP II owned 9,269,491.53 Class C Units (adjusted by .01 unit due to rounding) on June 30, 2017. On September 29, 2017, BSREP II received 118,443.50 Class C Units as a payment-in-kind dividend on 9,269,491.53 Class C Units 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. As a result of the foregoing transactions, BSREP II owns 9,387,935.02 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 Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 4) (continued from footnote 3) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 9,387,935.02 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 7,576 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 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. 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. /s/ A.J. Silber By: BROOKFIELD ASSET MANAGEMENT INC. (7) Name: A.J. Silber Title: Vice President, Legal Affairs and Corporate Secretary 2017-09-29 /s/ Brian Lawson By: PARTNERS LIMITED (7) Name: Brian Lawson Title: President 2017-09-29 /s/ A.J. Silber By: BROOKFIELD HOLDINGS CANADA INC. (7) Name: A.J. Silber Title: Vice President 2017-09-29 /s/ A.J. Silber By: BROOKFIELD US HOLDINGS INC. (7) Name: A.J. Silber Title: Vice President 2017-09-29 /s/ Josh Zinn By: BROOKFIELD US CORPORATION (7) Name: Josh Zinn Title: Vice President 2017-09-29 /s/ Josh Zinn By: BUSC FINANCE LLC (7) Name: Josh Zinn Title: Vice President 2017-09-29 /s/ Melissa Lang By: BROOKFIELD PROPERTY GROUP LLC (7) Name: Melissa Lang Title: Vice President and Secretary 2017-09-29 /s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC (7) Name: Melissa Lang Title: Vice President and Secretary 2017-09-29 /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: Vice President and Secretary 2017-09-29 /s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC (7) Name: Melissa Lang Title: Vice President and Secretary 2017-09-29