04/22/2026 | Press release | Distributed by Public on 04/22/2026 14:55
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FORM 4
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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 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 | |
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BROOKFIELD Corp /ON/ BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO M5J 2T3 |
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Brookfield REIT Adviser LLC 225 LIBERTY STREET, 8TH FLOOR NEW YORK, NY 10281 |
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| Brookfield REIT Adviser LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Attorney-in-Fact | 04/22/2026 | |
| **Signature of Reporting Person | Date | |
| Brookfield Corporation, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory | 04/22/2026 | |
| **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) | Effective April 20, 2026, Brookfield Corporation underwent an internal reorganization, pursuant to which the following entities are no longer part of this Form 4: Brookfield Asset Management Ltd., Brookfield Asset Management ULC, Brookfield US Holdings Inc., Brookfield US Inc., Brookfield Property Master Holdings LLC and Brookfield Property Group LLC. |
| (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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Remarks: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. |
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