X0306 4 2020-06-30 0001583077 Hospitality Investors Trust, Inc. NONE 0001763380 Brookfield Property Master Holdings LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 true true Common Stock, par value $0.01 2020-07-01 4 A 0 11976 0 A 37620 I See explanatory responses Class C Units 2020-06-30 4 J 0 357349.96 0 A 2020-06-30 OP Units 357349.96 28631193.29 I See Explanatory Responses On June 30, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 357,349.96 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 28,273,843.31 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 28,631,193.29 Class C Units (adjusted by .01 unit due to rounding). BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly owned subsidiary of BSREP II. BSREP II has the right to designate two appointees to the board of directors of the Issuer (the "Board") pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of BSREP II. On July 1, 2020, the Issuer granted BSREP II Board 11,976 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles s service as directors of the Issuer. Such 11,976 Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2021; (ii) July 1, 2021; and (iii) a Change in Control, as such term is defined in the Amended and Restated Employee and Director Incentive Restricted Share Plan of the Issuer, provided that, as of each such date, BSREP II Board or its affiliate retains the right to appoint designees to the Board. BSREP II owns such 11,976 Restricted Shares through its wholly owned subsidiary BSREP II Board. As a result of the foregoing transaction, BSREP II owns 37,620 Restricted Shares through BSREP II Board. 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 5) (continued from footnote 4) (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 28,631,193.29 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 37,620 shares of Restricted Shares, 11,976 shares of which are subject to forfeiture in respect of Lowell Baron's and Bruce Wiles's service as directors of the Issuer, through BSREP II Board. 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. (8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, BAM, Partners Limited, BHC, BUSHI, BUSI, BUSC Finance, BPG, BSREP II GP of GP, BSREP II GP and BSREP II have jointly filed with the Reporting Person on a separate Form 4 filing submitted on the same day hereof. /s/ Melissa Lang By: BROOKFIELD PROPERTY MASTER HOLDINGS LLC (8) Name: Melissa Lang Title: Senior Vice President and Secretary 2020-07-02