Brookfield Asset Management Form 3/A BROOKFIELD REAL ESTATE INCOME TRUST / Asset Management ULC Brookfield ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
06/30/2023

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/10/2023

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class E Common Stock	60,486(1)	I	Held by BIM Capital LLC(4)(7)
Class E Common Stock	13,503(2)	I	Held by Brookfield Public Securities Group LLC(5)(7)
Class I Common Stock	194,283(3)	I	Held by Brookfield REIT Adviser LLC(6)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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)

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)

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)

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)

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)

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)

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)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Explanation of Responses:

1. Includes 344 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan.

2. Includes 77 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan.

3. Includes 2,208 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan.

4. These shares are held directly by BIM Capital LLC ("BIM") and indirectly by Brookfield Corporation ("BCORP"), Brookfield Asset Management Ltd. ("BAM"), Brookfield Asset Management ULC ("BAM-ULC"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield US Inc. ("BUSI") and Brookfield Public Securities Group Holdings LLC ("PSG Holdings"). BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of PSG Holdings, which is the managing member of BIM.

5. These shares are held directly by Brookfield Public Securities Group LLC ("PSG") and indirectly by BCORP, BAM, BAM-ULC, BUSHI, BUSI and PSG Holdings. BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of PSG Holdings, which is the managing member of PSG.

6. These shares are held directly by the Brookfield REIT Adviser LLC (the "Adviser") and indirectly by BCORP, BAM, BAM-ULC, BUSHI, BUSI, Brookfield Property Master Holdings LLC ("BPM Holdings") and Brookfield Property Group LLC ("BPG"). BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of BPM Holdings. BPM Holdings is the sole member of BPG, which is the managing member of the Adviser.

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 3/A is being filed solely to add Brookfield Property Masters Holdings LLC as a Reporting Person to the original Form 3 filed on July 10, 2023. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

	BROOKFIELD ASSET MANAGEMENT LTD., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director	07/12/2023
	BROOKFIELD ASSET MANAGEMENT ULC, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director	07/12/2023
	BROOKFIELD US HOLDINGS INC., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Director	07/12/2023
	BROOKFIELD US INC., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary	07/12/2023
	BROOKFIELD PROPERTY MASTER HOLDINGS LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director	07/12/2023
	BROOKFIELD PROPERTY GROUP LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director	07/12/2023
	BROOKFIELD PUBLIC SECURITIES GROUP HOLDINGS LLC, By: /s/ Kevin English, Name: Kevin English, Title: Chief Operating Officer	07/12/2023
	BROOKFIELD PUBLIC SECURITIES GROUP LLC, By: /s/ Kevin English, Name: Kevin English, Title: Chief Operating Officer	07/12/2023
	BIM CAPITAL LLC, By: /s/ Kevin English, Name: Kevin English, Title: Chief Operating Officer	07/12/2023
	BROOKFIELD REIT ADVISER LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director	07/12/2023
	** Signature of Reporting Person	Date
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