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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BROOKFIELD Corp /ON/ BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO, A6 M5J 2T3 |
X | |||
| Brookfield Asset Management Ltd. BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO, A6 M5J 2T3 |
X | |||
| Brookfield Asset Management ULC BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO, A6 M5J 2T3 |
X | |||
| Brookfield US Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO, A6 M5J 2T3 |
X | |||
| Brookfield US Inc. 250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281 |
X | |||
| Brookfield Property Master Holdings LLC 250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281 |
X | |||
| Brookfield Property Group LLC 250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281 |
X | |||
| Brookfield REIT Adviser LLC 250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281 |
X | |||
| Brookfield REIT Adviser LLC By: /s/ Michelle Campbell Name: Michelle Campbell Title: Secretary | 09/22/2023 | |
| **Signature of Reporting Person | Date | |
| Brookfield Property Group LLC By: /s/ Melissa Lang Name: Melissa Lang Title: Managing Director | 09/22/2023 | |
| **Signature of Reporting Person | Date | |
| Brookfield Property Master Holdings LLC By: /s/ Melissa Lang Name: Melissa Lang Title: Managing Director | 09/22/2023 | |
| **Signature of Reporting Person | Date | |
| Brookfield US Inc. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Secretary | 09/22/2023 | |
| **Signature of Reporting Person | Date | |
| Brookfield US Holdings Inc. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Director | 09/22/2023 | |
| **Signature of Reporting Person | Date | |
| Brookfield Asset Management ULC By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Managing Director | 09/22/2023 | |
| **Signature of Reporting Person | Date | |
| Brookfield Asset Management Ltd. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Managing Director | 09/22/2023 | |
| **Signature of Reporting Person | Date | |
| Brookfield Corporation By: /s/ Swati Mandava Name: Swati Mandava Title: Managing Director | 09/22/2023 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects shares issued to Brookfield REIT Adviser LLC (the "Adviser") by the Issuer as payment of the monthly management fee as compensation for the services the Adviser provides to the Issuer, pursuant to, and subject to the terms and conditions of, the advisory agreement among the Adviser, Brookfield REIT Operating Partnership L.P. and the Issuer. |
| (2) | These shares are held directly by the Adviser and indirectly by Brookfield Property Group LLC ("BPG"), Brookfield Property Master Holdings LLC ("BPM Holdings"), Brookfield US Inc. ("BUSI"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield Asset Management ULC ("BAM-ULC"), Brookfield Corporation ("BCORP") and Brookfield Asset Management Ltd. ("BAM"). 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. |
| (3) | Includes shares of the Issuer's common stock issued pursuant to the Issuer's distribution reinvestment plan. |
| (4) | 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: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. |
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