SEC Form 4 · accession 0001140361-19-004046

Hospitality Investors Trust, Inc.

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to, and subject to the terms and conditions of, the Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017 (the "SPA") among Hospitality Investors Trust, Inc. (the "Issuer"), Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), the Issuer has the right to cause BSREP II to purchase units of limited partnership interests entitled Class C Units (the "Class C Units") at a price per Class C Unit of $14.75 (the "Second Follow-On Funding"). (continued in footnote 2)
• F2(continued from footnote 1) The amount of Class C Units the Issuer can cause BSREP II to purchase in the Second Follow-On Funding is limited to the number of Class C Units that would be sufficient to fully redeem all then-outstanding preferred equity interests of two indirect subsidiaries of the Issuer previously issued to finance a portion of the purchase price of certain hotels acquired in February 2015 (the "Grace Preferred Equity Interests"), which was 14,898,060.78 Class C Units as of February 27, 2019. On February 27, 2019, the Issuer caused BSREP II to purchase pursuant to the Second Follow-On Funding 14,898,060.78 Class C Units, which constitutes the Issuer's full exercise of its right to cause the Second Follow-On Funding. As a result of the foregoing transactions, BSREP II owns 26,665,738.56 Class C Units of OpCo (adjusted by .01 unit due to rounding).
• F3This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Brookfield Asset Management Inc., a corporation formed under the laws of Ontario, Canada ("BAM"); (ii) Partners Limited, a corporation formed under the laws of Ontario, Canada ("Partners Limited"); (iii) Brookfield Holdings Canada Inc., a corporation formed under the laws of Ontario, Canada ("BHC"); (iv) Brookfield US Holdings Inc., a corporation formed under the laws of Ontario, Canada ("BUSHI"); (v) Brookfield US Inc., a Delaware corporation ("BUSI"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance"); (vii) Brookfield Property Master Holdings LLC, a Delaware limited liability company ("BPMH"); (continued in footnote 4)
• F4(continued from footnote 3) (viii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (ix) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (x) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (xi) BSREP II, which directly holds 26,665,738.56 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 14,786 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 7,210 shares of which are subject to forfeiture in respect of Lowell Baron's and Bruce Wiles's service as directors of the Issuer, through its wholly owned subsidiary BSREP II Hospitality II Board LLC, a Delaware limited liability company. (continued in footnote 5)
• F5(continued from footnote 4) On or about January 3, 2019, pursuant to an internal reorganization, Brookfield US Corporation, a Delaware corporation, merged with and into Brookfield Special Opportunities Inc. ("BSO"), with BSO surviving the merger as a wholly-owned subsidiary of BUSHI and the direct parent company of BUSC Finance. BSO subsequently changed its name to Brookfield US Inc.
• F6Each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the Reporting Persons directly or indirectly controlled by it, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
• F7Class C Units of OpCo generally are convertible into units of limited partnership interests in OpCo entitled "OP Units" ("OP Units") at any time at the option of BSREP II at an initial conversion price of $14.75, subject to customary antidilution adjustments upon the occurrence of certain events and transactions. OP Units, in turn, generally are redeemable for shares of the Issuer's Common Stock on a one-for-one-basis or the cash value of a corresponding number of shares of Common Stock, at the election of the Issuer, in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo. Neither the Class C Units nor OP Units has an expiration date.

Remarks

(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, BAM, Partners Limited, BHC, BUSHI, BUSI, BUSC Finance, BPG, BSREP II GP of GP, BSREP II GP and BSREP II have jointly filed with the Reporting Person on a separate Form 4 filing submitted on the same day hereof.