Brookfield Property Master Holdings LLC - Jun 30, 2021 Form 4 Insider Report for Hospitality Investors Trust, Inc. (NONE)

Role: Director, 10%+ Owner
Signature: /s/ Melissa Lang By: BROOKFIELD PROPERTY MASTER HOLDINGS LLC (5) Name: Melissa Lang Title: Senior Vice President and Secretary
Stock symbol: NONE
Transactions as of: Jun 30, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/1/2021, 10:00 AM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NONE	Common Stock	Award		+39.1M			39.1M	Jun 30, 2021	See Explanatory Responses	F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NONE	Class C Units	Disposed to Issuer		-30.9M	-100%		0	Jun 30, 2021	OP Units	30.9M		See Explanatory Responses	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with consummation of the Issuer's Joint Prepackaged Chapter 11 Plan of Reorganization (the "Plan") the Class C Units held by the Reporting Persons were cancelled in exchange for 39,070,509.06 of common stock of the Issuer issued to Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC ("BSREP II") and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II. The Issuer is now a wholly-owned subsidiary of BSREP II.
F2	This 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) BAM Partners Trust, a trust formed under the laws of Ontario, Canada ("BAM Partnership"); (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 3)
F3	(continued from footnote 2) (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.
F4	Each 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.

Remarks:

(5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) 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.