Sec Form 4 Filing - BROOKFIELD Corp /ON/ @ BROOKFIELD REAL ESTATE INCOME TRUST INC. - 2023-08-21

Insider filing report for Changes in Beneficial Ownership
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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 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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BROOKFIELD PLACE, 181 BAY STREET, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
08/21/2023
(Street)
TORONTO, A6M5J 2T3
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
Class I Common Stock 08/21/2023 J( 1 ) 91,263 A $ 12.5603 ( 1 ) 377,625 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 (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
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
X
Brookfield Asset Management Ltd.
BROOKFIELD PLACE
181 BAY STREET, SUITE 100
TORONTO, A6M5J 2T3
X
Brookfield Asset Management ULC
BROOKFIELD PLACE
181 BAY STREET, SUITE 100
TORONTO, A6M5J 2T3
X
Brookfield US Holdings Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 100
TORONTO, A6M5J 2T3
X
Brookfield US Inc.
250 VESEY STREET, 15TH FLOOR
NEW YORK, NY10281
X
Brookfield Property Master Holdings LLC
250 VESEY STREET, 15TH FLOOR
NEW YORK, NY10281
X
Brookfield Property Group LLC
250 VESEY STREET, 15TH FLOOR
NEW YORK, NY10281
X
Brookfield REIT Adviser LLC
250 VESEY STREET, 15TH FLOOR
NEW YORK, NY10281
X
Signatures
Brookfield REIT Adviser LLC By: /s/ Michelle Campbell Name: Michelle Campbell Title: Secretary 08/22/2023
Signature of Reporting Person Date
Brookfield Property Group LLC By: /s/ Polina Kushelev Name: Polina Kushelev Title: Senior Vice President 08/22/2023
Signature of Reporting Person Date
Brookfield Property Master Holdings LLC By: /s/ Polina Kushelev Name: Polina Kushelev Title: Senior Vice President 08/22/2023
Signature of Reporting Person Date
Brookfield US Inc. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Secretary 08/22/2023
Signature of Reporting Person Date
Brookfield US Inc. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Secretary 08/22/2023
Signature of Reporting Person Date
Brookfield Asset Management ULC By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Managing Director 08/22/2023
Signature of Reporting Person Date
Brookfield Asset Management Ltd. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Managing Director 08/22/2023
Signature of Reporting Person Date
Brookfield Corporation By: /s/ Swati Mandava Name: Swati Mandava Title: Managing Director, Legal & Regulatory 08/22/2023
Signature of Reporting Person Date
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"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield Asset Management ULC ("BAM-ULC"), Brookfield Corporation ("BCORP") and Brookfield Asset Management Ltd. ("BAM"). BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. 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.

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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