Sec Form 4 Filing - BROOKFIELD ASSET MANAGEMENT INC. @ Hospitality Investors Trust, Inc. - 2021-06-30

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 PO BOX 762 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2021 (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 Common Stock 06/30/2021 A( 1 ) 39,082,624.67 A 39,082,624.67 I See Explanatory Responses ( 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 (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 ( 1 ) 06/30/2021 D( 1 ) 30,858,434.61 ( 1 ) ( 1 ) OP Units 30,858,434.61 ( 1 ) 0 I See Explanatory Responses ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 PO BOX 762 TORONTO, A6M5J2T3 X X BAM Partners Trust 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/ Katayoon Sarpash By: BROOKFIELD ASSET MANAGEMENT INC. (5) Name: Katayoon Sarpash Title: Senior Vice-President, Legal & Regulatory 07/01/2021 Signature of Reporting Person Date /s/ Katayoon Sarpash By: BAM PARTNERS TRUST (5) By: BAM CLASS B PARTNERS INC., its trustee Name: Katayoon Sarpash Title: Secretary 07/01/2021 Signature of Reporting Person Date /s/ Katayoon Sarpash By: BROOKFIELD HOLDINGS CANADA INC. (5) Name: Katayoon Sarpash Title: Vice President and Secretary 07/01/2021 Signature of Reporting Person Date /s/ Katayoon Sarpash By: BROOKFIELD US HOLDINGS INC. (5) Name: Katayoon Sarpash Title: Vice President and Secretary 07/01/2021 Signature of Reporting Person Date /s/ Katayoon Sarpash By: BROOKFIELD US INC. (5) Name: Katayoon Sarpash Title: Secretary 07/01/2021 Signature of Reporting Person Date /s/ Katayoon Sarpash By: BUSC FINANCE LLC (5) Name: Katayoon Sarpash Title: Secretary 07/01/2021 Signature of Reporting Person Date /s/ Melissa Lang By: BROOKFIELD PROPERTY GROUP LLC (5) Name: Melissa Lang Title: Senior Vice President and Secretary 07/01/2021 Signature of Reporting Person Date /s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC (5) Name: Melissa Lang Title: Senior Vice President and Secretary 07/01/2021 Signature of Reporting Person Date /s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP L.P. (5) By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC, its general partner Name: Melissa Lang Title: Senior Vice President and Secretary 07/01/2021 Signature of Reporting Person Date /s/ Melissa Lang By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC (5) Name: Melissa Lang Title: Senior Vice President and Secretary 07/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 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) 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) ( 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. ( 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.

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, 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).

** 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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