 | Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 |
| May 31, 2016 | Peter M. Fass |
| Member of the Firm | |
| d 212.969.3445 | |
| f 212.969.2900 | |
| pfass@proskauer.com | |
| www.proskauer.com |
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Coy Garrison
| Re: | Lightstone Real Estate Income Trust Inc. Post-Effective Amendment to Form S-11 Filed April 20, 2016 File No. 333-200464 |
Dear Mr. Garrison:
On behalf of our client, Lightstone Real Estate Income Trust Inc. (the “Company”), we are submitting this letter in response to the written comments of the staff (the “Staff”) of the United States Securities and Exchange Commission contained in your letter, dated May 27, 2016, with respect to Post-Effective Amendment to Form S-11 filed by the Company with the Commission on April 20, 2016 (File No. 333-200464).
Please find, attached hereto as Exhibit A, a letter prepared by the Company in response to the Staff’s comments. Exhibit A includes an Attachment #1, which contains the Company’s marked revised proposed changes to the disclosure in the section titled “Estimation of NAV and Sponsor Subordinated Loan Agreement.” We would like to note that EisnerAmper LLP, the Company’s independent publicly registered accounting firm, has reviewed the attachments to this letter.
We hope the answers provided are responsive to your comments and look forward to resolving any outstanding issues as quickly as possible. When the Staff determines that the comments are satisfied, a post-effective amendment with revisions to all relevant sections will be filed. If you have any questions in connection with the responses to your comments, please feel free to contact me by phone at (212) 969-3445 or by email at PFass@proskauer.com.
| Yours truly, | ||
| /s/ Peter M. Fass | ||
| Peter M. Fass |
| | Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 |
EXHIBIT A
SEC Response Letter
