Sec Form 4 Filing - BROOKFIELD ASSET MANAGEMENT INC. @ Hospitality Investors Trust, Inc. - 2019-12-31

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BROOKFIELD ASSET MANAGEMENT INC. 2. Issuer Name and Ticker or Trading Symbol Hospitality Investors Trust, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) BROOKFIELD PLACE, 181 BAY STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) TORONTO, A6M5J2T3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class C Units ( 5 ) 12/31/2019 J( 1 ) 352,266.56 12/31/2019 ( 5 ) OP Units ( 5 ) 352,266.56 $ 0 27,920,953.48 ( 1 ) I See Explanatory Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X X Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X X Brookfield Holdings Canada Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X X Brookfield US Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X X BUSC Finance LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK, NY10281-1023 X X Brookfield Property Group LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK, NY10281-1023 X X Brookfield Strategic Real Estate Partners II GP of GP LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK, NY10281-1023 X X Brookfield Strategic Real Estate Partners II GP L.P BROOKFIELD PLACE 250 VESEY STREET NEW YORK, NY10281-1023 X X Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK, NY10281-1023 X X Brookfield US Inc. BROOKFIELD PLACE 200 VESEY STREET NEW YORK, NY10281-1023 X X Signatures /s/ Justin Beber By: BROOKFIELD ASSET MANAGEMENT INC. (6)Name: Justin BeberTitle: Head of Corporate Strategy and Chief Legal Officer 01/03/2020 Signature of Reporting Person Date s/ Brian Lawson By: PARTNERS LIMITED (6)Name: Brian LawsonTitle: President 01/03/2020 Signature of Reporting Person Date /s/ Katayoon Sarpash By: BROOKFIELD HOLDINGS CANADA INC. (6)Name: Katayoon SarpashTitle: Vice President and Secretary 01/03/2020 Signature of Reporting Person Date /s/ Katayoon Sarpash By: BROOKFIELD US HOLDINGS INC. (6)Name: Katayoon SarpashTitle: Vice President and Secretary 01/03/2020 Signature of Reporting Person Date /s/ Josh Zinn By: BUSC FINANCE LLC (6)Name: Josh ZinnTitle: Vice President 01/03/2020 Signature of Reporting Person Date /s/ Melissa Lang By: BROOKFIELD PROPERTY GROUP LLC (6)Name: Melissa LangTitle: Senior Vice President and Secretary 01/03/2020 Signature of Reporting Person Date /s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC (6)Name: Melissa LangTitle: Senior Vice President and Secretary 01/03/2020 Signature of Reporting Person Date /s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP L.P. (6)By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC, its general partnerName: Melissa LangTitle: Senior Vice President and Secretary 01/03/2020 Signature of Reporting Person Date /s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC (6)Name: Melissa LangTitle: Senior Vice President and Secretary 01/03/2020 Signature of Reporting Person Date /s/ Josh Zinn By: BROOKFIELD US INC. (6)Name: Josh ZinnTitle: Vice President 01/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 31, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 352,266.56 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") as a payment-in-kind dividend on 27,568,686.97 Class C Units (adjusted by .01 unit due to rounding) owned by BSREP II at the time of the dividend payment date in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo filed as Exhibit 4.2 to Hospitality Investors Trust, Inc.'s (the "Issuer") Current Report on Form 8-K filed on March 31, 2017. As a result of the foregoing transaction, BSREP II owns 27,920,953.48 Class C Units (adjusted by .01 unit due to rounding). ( 2 )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) 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 3) ( 3 )(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, which directly holds 27,920,953.48 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 25,644 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 10,858 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. ( 4 )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. ( 5 )Class 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: (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) un der the Exchange Act.(7) Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, BPMH has jointly filed with the Reporting Persons on a separate Form 4 filing submitted on the same day hereof.

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).

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