0000899243-23-017366.txt : 20230712 0000899243-23-017366.hdr.sgml : 20230712 20230712132448 ACCESSION NUMBER: 0000899243-23-017366 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20230712 DATE AS OF CHANGE: 20230712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Public Securities Group LLC CENTRAL INDEX KEY: 0001273887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083762 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 225 LIBERTY STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2125498400 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 225 LIBERTY STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 FORMER NAME: FORMER CONFORMED NAME: BROOKFIELD INVESTMENT MANAGEMENT INC. DATE OF NAME CHANGE: 20091005 FORMER NAME: FORMER CONFORMED NAME: Brookfield Investment Management Inc. DATE OF NAME CHANGE: 20091001 FORMER NAME: FORMER CONFORMED NAME: Hyperion Brookfield Asset Management, Inc. DATE OF NAME CHANGE: 20090716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield US Holdings Inc. CENTRAL INDEX KEY: 0001504722 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083767 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Group LLC CENTRAL INDEX KEY: 0001680278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083764 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield US Inc. CENTRAL INDEX KEY: 0001768973 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083766 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 416-956-5188 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Master Holdings LLC CENTRAL INDEX KEY: 0001763380 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083765 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 2129781628 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIM Capital LLC CENTRAL INDEX KEY: 0001984215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083761 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Public Securities Group Holdings LLC CENTRAL INDEX KEY: 0001909269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083763 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield REIT Adviser LLC CENTRAL INDEX KEY: 0001921485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083760 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2124177000 MAIL ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Asset Management Ltd. CENTRAL INDEX KEY: 0001937926 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083769 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 100 STREET 2: BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 100 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Asset Management ULC CENTRAL INDEX KEY: 0001962420 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56428 FILM NUMBER: 231083768 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 181 BAY STREET SUITE 100 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2621 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 181 BAY STREET SUITE 100 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKFIELD REAL ESTATE INCOME TRUST INC. CENTRAL INDEX KEY: 0001713407 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 822365593 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 FORMER COMPANY: FORMER CONFORMED NAME: OAKTREE REAL ESTATE INCOME TRUST, INC. DATE OF NAME CHANGE: 20170728 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2023-06-30 2023-07-10 0 0001713407 BROOKFIELD REAL ESTATE INCOME TRUST INC. N/A 0001937926 Brookfield Asset Management Ltd. BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001962420 Brookfield Asset Management ULC BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001504722 Brookfield US Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001768973 Brookfield US Inc. 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001763380 Brookfield Property Master Holdings LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001680278 Brookfield Property Group LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001909269 Brookfield Public Securities Group Holdings LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001273887 Brookfield Public Securities Group LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001984215 BIM Capital LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001921485 Brookfield REIT Adviser LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 Class E Common Stock 60486 I Held by BIM Capital LLC Class E Common Stock 13503 I Held by Brookfield Public Securities Group LLC Class I Common Stock 194283 I Held by Brookfield REIT Adviser LLC Includes 344 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan. Includes 77 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan. Includes 2,208 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan. These shares are held directly by BIM Capital LLC ("BIM") and indirectly by Brookfield Corporation ("BCORP"), Brookfield Asset Management Ltd. ("BAM"), Brookfield Asset Management ULC ("BAM-ULC"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield US Inc. ("BUSI") and Brookfield Public Securities Group Holdings LLC ("PSG Holdings"). 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 PSG Holdings, which is the managing member of BIM. These shares are held directly by Brookfield Public Securities Group LLC ("PSG") and indirectly by BCORP, BAM, BAM-ULC, BUSHI, BUSI and PSG Holdings. 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 PSG Holdings, which is the managing member of PSG. These shares are held directly by the Brookfield REIT Adviser LLC (the "Adviser") and indirectly by BCORP, BAM, BAM-ULC, BUSHI, BUSI, Brookfield Property Master Holdings LLC ("BPM Holdings") and Brookfield Property Group LLC ("BPG"). 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. 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. This Form 3/A is being filed solely to add Brookfield Property Masters Holdings LLC as a Reporting Person to the original Form 3 filed on July 10, 2023. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. BROOKFIELD ASSET MANAGEMENT LTD., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director 2023-07-12 BROOKFIELD ASSET MANAGEMENT ULC, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director 2023-07-12 BROOKFIELD US HOLDINGS INC., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Director 2023-07-12 BROOKFIELD US INC., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary 2023-07-12 BROOKFIELD PROPERTY MASTER HOLDINGS LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director 2023-07-12 BROOKFIELD PROPERTY GROUP LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director 2023-07-12 BROOKFIELD PUBLIC SECURITIES GROUP HOLDINGS LLC, By: /s/ Kevin English, Name: Kevin English, Title: Chief Operating Officer 2023-07-12 BROOKFIELD PUBLIC SECURITIES GROUP LLC, By: /s/ Kevin English, Name: Kevin English, Title: Chief Operating Officer 2023-07-12 BIM CAPITAL LLC, By: /s/ Kevin English, Name: Kevin English, Title: Chief Operating Officer 2023-07-12 BROOKFIELD REIT ADVISER LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director 2023-07-12