Brookfield Property Master Form 4/A BROOKFIELD REAL ESTATE INCOME TRUST / Asset Management ULC Brookfield 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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X

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 Ltd.

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BROOKFIELD REAL ESTATE INCOME TRUST INC. [ N/A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/13/2024

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
Class I Common Stock	11/08/2024		J		25,123,346.212(1)(2)	D	(1)(2)	18,049(1)(2)	I	BUSI II-C L.P.(5)(7)
Class E Common Stock	11/08/2024		J		2,173,519.737(1)(2)	D	(1)(2)	451,765(1)(2)	I	BUSI II-C L.P.(5)(7)
Class I Common Stock	11/08/2024		J		643,494(3)	D	(3)	0(3)	I	BPG Manager Holdings L.P.(4)(6)(7)
Class C Common Stock	11/08/2024		J		660,286(3)	A	(3)	660,286(3)	I	BPG Manager Holdings L.P.(4)(6)(7)

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

1. Name and Address of Reporting Person^*

Brookfield Asset Management Ltd.

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Asset Management ULC

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield US Holdings Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield US Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Property Master Holdings LLC

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Property Group LLC

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield REIT Adviser LLC

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Public Securities Group Holdings LLC

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Public Securities Group LLC

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BIM Capital LLC

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Explanation of Responses:

1. On November 8, 2024, the Issuer entered into that certain Repurchase and Distribution Agreement (the "Repurchase and Distribution Agreement") by and among the Issuer, BUSI II-C L.P. ("BUSI II-C"), Brookfield REIT OP GP LLC and Brookfield REIT Operating Partnership L.P. (the "Operating Partnership"). Pursuant to the Repurchase and Distribution Agreement, (i) BUSI II-C submitted a repurchase request to the Issuer with respect to (a) 25,123,346.212 of its Class I shares of common stock of the Issuer ("Class I Shares"), having a net asset value ("NAV") per share of $11.081 and (b) 2,173,519.737 of its Class E shares of common stock of the Issuer ("Class E Shares"),

2. (Continued from footnote 1) having a NAV per share of $11.068, and (ii) the Issuer, through the Operating Partnership, authorized a distribution in kind to BUSI II-C consisting of: (x) 25,123,346.212 Class I units of the Operating Partnership ("OP Units"), having a NAV per unit of $11.081 and (y) 2,173,519.737 Class E OP Units, having a NAV per unit of $11.068.

3. On November 8, 2024, BPG Manager Holdings L.P. ("BPG LP") exchanged all of its 643,494 Class I Shares (including 3,454 Shares that were issued on or about November 20, 2024 pursuant to the DRIP) having a NAV of $11.081 per share, resulting in total NAV of $7,130,492.66, for 660,286 Class C shares of common stock of the Issuer ("Class C Shares") having a NAV of $10.799 per share, having a total NAV of $7,130,492.66.

4. Includes shares of the Issuer's common stock that were issued on or about November 20, 2024 pursuant to the Issuer's dividend reinvestment plan.

5. These shares are held directly by BUSI II-C and indirectly by Brookfield Corporation ("BCORP"), Brookfield Holdings Canada Inc. ("BHC"), Brookfield Corporate Treasury Ltd. ("BCT"), Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), Brookfield Oaktree Holdings, LLC ("OCG LLC"), OCG NTR Holdings, LLC ("OCG NTR") and BUSI II GP-C LLC ("BUSI II GP-C"). BCORP is a holder of common shares of BHC. BHC is the sole shareholder of BCT, which is a holder of Class A units OCG LLC. OCGH GP is the indirect owner of the class B units of OCG LLC. OCG LLC is the sole common shareholder of OCG NTR, which is the managing member of BUSI II GP-C and a limited partner of BUSI II-C. BUSI II GP-C is the general partner of BUSI II-C.

6. These shares are held directly by BPG LP and indirectly by BCORP, Brookfield Asset Management Ltd. ("BAM"), Brookfield Asset Management ULC ("BAM ULC") and BPG Manager Holdings GP ULC ("BPG GP"). BCORP and BAM each hold common shares of BAM ULC, which is the sole member of BPG GP, the general partner of BPG LP.

7. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

This Form 4/A is being filed solely to add Brookfield Public Securities Group LLC as a Reporting Person to the Form 4 filed on November 13, 2024. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. As of close of business on November 8, 2024, the Reporting Persons are no longer a beneficial owner of more than 10% of the Issuer's securities and as such, this filing represents an exit filing for the Reporting Persons. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 4.

	BROOKFIELD ASSET MANAGEMENT LTD., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director	11/27/2024
	BROOKFIELD ASSET MANAGEMENT ULC, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director	11/27/2024
	BROOKFIELD US HOLDINGS INC., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Director	11/27/2024
	BROOKFIELD US INC., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary	11/27/2024
	BROOKFIELD PROPERTY MASTER HOLDINGS LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director	11/27/2024
	BROOKFIELD PROPERTY GROUP LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director	11/27/2024
	BROOKFIELD REIT ADVISER LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director	11/27/2024
	BROOKFIELD PUBLIC SECURITIES GROUP HOLDINGS LLC, By: /s/ Brian Hurley, Name: Brian Hurley, Title: Chief Operating Officer	11/27/2024
	BROOKFIELD PUBLIC SECURITIES GROUP LLC, By: /s/ Brian Hurley, Name: Brian Hurley, Title: Chief Operating Officer	11/27/2024
	BIM CAPITAL LLC, By: /s/ Brian Hurley, Name: Brian Hurley, Title: Chief Operating Officer	11/27/2024
	** Signature of Reporting Person	Date
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