Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class I Common Stock	08/20/2024		J⁽¹⁾		81,759	A	$11.213⁽¹⁾	341,751	I	Held by Brookfield REIT Adviser LLC⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield Asset Management ULC

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BPG Manager Holdings GP ULC

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BPG Manager Holdings L.P.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield US Holdings Inc.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield US Inc.

(Last)

(First)

(Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield Property Master Holdings LLC

(Last)

(First)

(Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield Property Group LLC

(Last)

(First)

(Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield REIT Adviser LLC

(Last)

(First)

(Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

Remarks:

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

	Brookfield REIT Adviser LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Secretary	08/22/2024
	Brookfield Property Group LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director	08/22/2024
	Brookfield Property Master Holdings LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director	08/22/2024
	Brookfield US Inc., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary	08/22/2024
	Brookfield US Holdings Inc., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Director	08/22/2024
	BPG MANAGER HOLDINGS GP ULC, By: /s/ Valerie Tso, Name: Valerie Tso, Title: President	08/22/2024
	BPG MANAGER HOLDINGS L.P., by its general partner, BPG Manager Holdings GP ULC, By: /s/ Valerie Tso, Name: Valerie Tso, Title: President	08/22/2024
	Brookfield Asset Management ULC, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director	08/22/2024
	Brookfield Corporation, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director	08/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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