Hospitality Investors Trust (HPITQ) Form 4 Change in insider ownership

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)
06/29/2018

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
Common Stock, par value $0.01	07/02/2018		A(2)(3)		7,210	A	$0	14,786	I	See explanatory responses(2)(3)(4)(5)(6)

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	(7)	06/29/2018		J(1)		143,191.33		06/29/2018	(7)	OP Units(7)	143,191.33	$0	11,472,615.57(1)	I	See Explanatory Responses(1)(4)(5)(6)(7)

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^*

Brookfield US Corp

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET

(Street)

NEW YORK NY 10281-1023

(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)

Explanation of Responses:

1. On June 29, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 143,191.33 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 11,329,424.23 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 transaction, BSREP II owns 11,472,615.57 Class C Units (adjusted by .01 unit due to rounding).

2. 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.

3. On July 2, 2018, the Issuer granted BSREP II Board 7,210 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 7,210 Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2019; (ii) July 2, 2019; 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 7,210 Restricted Shares through its wholly owned subsidiary BSREP II Board. As a result of the foregoing transaction, BSREP II owns 14,786 Restricted Shares through BSREP II Board.

4. 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 5)

5. (continued from footnote 4) (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 11,472,615.57 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 14,786 Restricted Shares through BSREP II Board.

6. 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.

7. 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:

(8) 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. (8) Name: A.J. Silber Title: Vice President, Legal Affairs and Corporate Secretary	07/03/2018
	/s/ Brian Lawson By: PARTNERS LIMITED (8) Name: Brian Lawson Title: President	07/03/2018
	/s/ A.J. Silber By: BROOKFIELD HOLDINGS CANADA INC. (8) Name: A.J. Silber Title: Vice President	07/03/2018
	/s/ A.J. Silber By: BROOKFIELD US HOLDINGS INC. (8) Name: A.J. Silber Title: Vice President	07/03/2018
	/s/ Josh Zinn By: BROOKFIELD US CORPORATION (8) Name: Josh Zinn Title: Vice President	07/03/2018
	/s/ Josh Zinn By: BUSC FINANCE LLC (8) Name: Josh Zinn Title: Vice President	07/03/2018
	/s/ Melissa Lang By: BROOKFIELD PROPERTY GROUP LLC (8) Name: Melissa Lang Title: Senior Vice President and Secretary	07/03/2018
	/s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC (8) Name: Melissa Lang Title: Senior Vice President and Secretary	07/03/2018
	/s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP L.P. (8) By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC, its general partner Name: Melissa Lang Title: Senior Vice President and Secretary	07/03/2018
	/s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC (8) Name: Melissa Lang Title: Senior Vice President and Secretary	07/03/2018
	** Signature of Reporting Person	Date
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