 | Proskauer Rose LLP | Eleven Times Square | New York, NY 10036-8299 |
| June 24, 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. | |
Pre-Effective Amendment No. 1 to Post-Effective Amendment to Form S-11 | ||
| Filed June 24, 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 to supplement the conversation we had with your office on June 22, 2016, following up on our response, dated May 31, 2016, to the written comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in your letter, dated May 27, 2016, with respect to Post-Effective Amendment to Form S-11filed by the Company with the Commission on April 20, 2016 (File No. 333-200464) (the “POSAM”).
Please find attached the following in response to the Staff’s comments:
| 1. | A marked copy of Pre-Effective Amendment No. 1 to the POSAM (the “Amendment”), filed by the Company with the Commission on June 24, 2016 (attached to this correspondence as a .pdf). The revised disclosure contained in the Amendment provides as follows: |
| a. | An updated calculation of the net asset value of the Company’s common stock as of March 31, 2016, taking into account only contributions made to the Company by the Company’s sponsor through March 31, 2016; |
| b. | The net asset value as of March 31, 2016 was calculated as $9.14 per share of common stock, and was approved by the board of directors of the Company; |
| c. | All shares of common stock that are sold on or after June 28, 2016 will be valued at $9.14 per share; |
| d. | That on June 28, 2016, the sponsor contributed $2.6 million in anticipation of a future net asset value calculation; and |
| e. | Any future net asset value calculations will only include contributions made by the sponsor where those contributions have occurred on or before the as of date of the calculation. |
| 2. | A copy of an acceleration request filed by the Company with the Commission on June 24, 2016, requesting that the Commission accelerate effectiveness of the Amendment to 4:00 p.m. Eastern Time on June 28, 2016, or as soon thereafter as practicable (attached hereto asExhibit A). |
| | Proskauer Rose LLP | Eleven Times Square | New York, NY 10036-8299 |
We believe the answers provided are responsive to your comments and look forward to resolving any outstanding issues as quickly as possible. 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
