X0206 3 2014-07-22 0 0001575311 Brookfield DTLA Fund Office Trust Investor Inc. DTLA-P 0001599886 Wingspan Investment Management, LP 767 FIFTH AVENUE 16TH FLOOR NEW YORK NY 10153 0 0 0 1 See Remarks 0001612667 Ratchford Buckley T. C/O WINGSPAN INVESTMENT MANAGEMENT, LP 767 FIFTH AVENUE, 16TH FLOOR NEW YORK NY 10153 0 0 0 1 See Remarks 7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 285455 I See footnote Wingspan Investment Management, LP ("Wingspan") serves as investment manager to Wingspan Master Fund, LP (the "Fund") and has investment discretion with respect to the securities reported herein which are held by the Fund. The general partner of Wingspan is Wingspan Investment Management GP, LLC ("Wingspan GP"). Mr. Buckley T. Ratchford is the managing member of Wingspan GP. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. Given the limited and contingent voting rights of the Issuer's 7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Shares"), the Reporting Persons believe that the Shares are "of a class of non-voting securities" as such term is used Rule 13d-1(i) and that beneficial ownership of more than 10% of the Shares should not subject the Reporting Persons to Section 16 of the Act. However, the Reporting Persons have determined to take a conservative position and make this filing on Schedule 13D regardless. The Reporting Persons are filing this report because they may be deemed to be members of a Section 13(d) group (as disclosed in Item 4 of the Schedule 13D filed by the Reporting Persons on July 23, 2014) owning more than 10% of the Shares, however the Reporting Persons expressly disaffirm the existence of a group with regard to the Shares. WINGSPAN INVESTMENT MANAGEMENT, LP; by: Wingspan Investment Management GP, LLC, its managing member; by: /s/ Buckley T. Ratchford 2014-07-24 Buckley T. Ratchford; By /s/ Buckley T. Ratchford 2014-07-24