Hospitality Investors Trust (HPITQ) Form 4 Hospitality Investors Trust / Lowell Grant Baron ownership change

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^*

Baron Lowell Grant

(Last) (First) (Middle)

C/O BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281-1023

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	07/01/2019		A(1)(2)(3)		5,429	A	$0	5,429	D(3)(4)

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

Explanation of Responses:

1. Lowell Baron is a Managing Partner and Chief Investment Officer of Brookfield Asset Management Inc. ("BAM"). BAM is affiliated with Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the "Brookfield Investor"), which directly holds the Redeemable Preferred Share, par value $0.01 per share (the "Redeemable Preferred Share"), of Hospitality Investors Trust, Inc. (the "Issuer"). Mr. Baron serves as a director on the board of directors of the Issuer (the "Board") at the request of the Brookfield Investor, which is entitled to designate two appointees to the Board.

2. Mr. Baron has disclaimed any right to receive compensation from the Issuer as a result of such Board service, pursuant to the Compensation Payment Agreement entered into by Mr. Baron, Bruce G. Wiles, the Issuer and BSREP II Hospitality II Board LLC, a Delaware limited liability company and a wholly owned subsidiary of the Brookfield Investor ("BSREP II Board"), on March 31, 2017.

3. On July 1, 2019, the Issuer granted BSREP II Board 5,429 shares of the Issuer's common stock, par value $0.01, subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's service as a director of the Issuer. Such 5,429 Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2020; (ii) July 1, 2020; 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.

4. Mr. Baron disclaims beneficial ownership of all of the securities that are or may be beneficially owned by BAM or any of its affiliates, including the 5,429 Restricted Shares disclosed in this Form 4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Baron is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer.

	/s/ Lowell Baron	07/02/2019
	** Signature of Reporting Person	Date
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