Brookfield Real Estate Income Trust Inc.

09/25/2024 | Press release | Distributed by Public on 09/25/2024 13:07

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
BROOKFIELD Corp /ON/
2. Issuer Name and Ticker or Trading Symbol
BROOKFIELD REAL ESTATE INCOME TRUST INC. [NA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BROOKFIELD PLACE , 181 BAY STREET, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
TORONTO A6 M5J 2T3
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROOKFIELD Corp /ON/
BROOKFIELD PLACE
181 BAY STREET, SUITE 100
TORONTO, A6M5J 2T3



Brookfield Asset Management ULC
BROOKFIELD PLACE
181 BAY STREET, SUITE 100
TORONTO, A6M5J 2T3



BPG Manager Holdings GP ULC
BROOKFIELD PLACE
181 BAY STREET, SUITE 100
TORONTO, A1M5J 2T3



BPG Manager Holdings L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 100
TORONTO, A6M5J 2T3



Brookfield US Holdings Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 100
TORONTO, A6M5J 2T3



Brookfield US Inc.
250 VESEY STREET, 15TH FLOOR

NEW YORK, NY10281



Brookfield Property Master Holdings LLC
250 VESEY STREET, 15TH FLOOR

NEW YORK, NY10281



Brookfield Property Group LLC
250 VESEY STREET, 15TH FLOOR

NEW YORK, NY10281



Brookfield REIT Adviser LLC
250 VESEY STREET, 15TH FLOOR

NEW YORK, NY10281



Signatures

Brookfield REIT Adviser LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Secretary 2024-08-22
**Signature of Reporting Person Date
Brookfield Property Group LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director 2024-08-22
**Signature of Reporting Person Date
Brookfield Property Master Holdings LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director 2024-08-22
**Signature of Reporting Person Date
Brookfield US Inc., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary 2024-08-22
**Signature of Reporting Person Date
Brookfield US Holdings Inc., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Director 2024-08-22
**Signature of Reporting Person Date
BPG MANAGER HOLDINGS GP ULC, By: /s/ Valerie Tso, Name: Valerie Tso, Title: President 2024-08-22
**Signature of Reporting Person Date
BPG MANAGER HOLDINGS L.P., by its general partner, BPG Manager Holdings GP ULC, By: /s/ Valerie Tso, Name: Valerie Tso, Title: President 2024-08-22
**Signature of Reporting Person Date
Brookfield Asset Management ULC, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director 2024-08-22
**Signature of Reporting Person Date
Brookfield Corporation, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director 2024-08-22
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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"), BPG Manager Holdings GP ULC ("BPG GP"), BPG Manager Holdings L.P. ("BPG LP"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield Asset Management ULC ("BAM-ULC") and Brookfield Corporation ("BCORP"). BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM-ULC is the holder of Class B common shares of BUSHI and the sole member of BPG GP. BPG GP is the general partner of BPG LP. 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.
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