0001140361-17-027067.txt : 20170705 0001140361-17-027067.hdr.sgml : 20170705 20170705121334 ACCESSION NUMBER: 0001140361-17-027067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170703 FILED AS OF DATE: 20170705 DATE AS OF CHANGE: 20170705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hospitality Investors Trust, Inc. CENTRAL INDEX KEY: 0001583077 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 800943668 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 1400 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (571) 529-6390 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 1400 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: American Realty Capital Hospitality Trust, Inc. DATE OF NAME CHANGE: 20130801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WILES BRUCE G CENTRAL INDEX KEY: 0001019005 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55394 FILM NUMBER: 17946848 MAIL ADDRESS: STREET 1: C/O THAYER LODGING GROUP STREET 2: 1997 ANNAPOLIS EXCHANGE PKWY, SUITE 550 CITY: ANNAPOLIS STATE: MD ZIP: 21401 4 1 form4.xml FORM 4 X0306 4 2017-07-03 0001583077 Hospitality Investors Trust, Inc. NONE 0001019005 WILES BRUCE G C/O BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true Common Stock, par value $0.01 2017-07-03 4 A 0 3788 0 A 3788 D Bruce G. Wiles is a Managing Partner of Brookfield Asset Management Inc. ("BAM") and President and Chief Operating Officer of an affiliate of BAM. BAM is affiliated with Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the "Brookfield Investor"), which directly holds the Redeemable Preferred Share, par value $0.01 per share (the "Redeemable Preferred Share"), of Hospitality Investors Trust, Inc. (the "Issuer"). Mr. Wiles serves as a director on the board of directors of the Issuer (the "Board") at the request of the Brookfield Investor, which is entitled to designate two appointees to the Board. (continued in footnote 2) (continued from footnote 1) Mr. Wiles has disclaimed any right to receive compensation from the Issuer as a result of such Board service, pursuant to the Compensation Payment Agreement entered into by Mr. Wiles, Lowell G. Baron, the Issuer and BSREP II Hospitality II Board LLC, a Delaware limited liability company and a wholly owned subsidiary of the Brookfield Investor ("BSREP II Board"), on March 31, 2017. On July 3, 2017, the Issuer granted BSREP II Board, a wholly owned subsidiary of the Brookfield Investor, 3,788 shares of the Issuer's common stock, par value $0.01, subject to forfeiture (the "Restricted Shares") in respect of Mr. Wiles's service as a director of the Issuer. The Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2018; (ii) July 3, 2018; and (iii) a Change in Control, as such term is defined in the Amended and Restated Employee and Director Incentive Restricted Share Plan of the Issuer, provided that, as of each such date, BSREP II Board or its affiliate retains the right to appoint designees to the Board. Mr. Wiles disclaims beneficial ownership of all of the securities that are or may be beneficially owned by BAM or any of its affiliates, including the 3,788 Restricted Shares disclosed in this Form 4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Wiles is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer. /s/ Bruce G. Wiles 2017-07-05