Brookfield Strategic Real Estate Partners II GP L.P

SEC source: 0001140361-21-023079 · form4.xml · derivative · entry 2

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

BAM Partners Trust · CIK 0001861643 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 0

Underlying: OP Units · 30,858,434.61 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F1 · kind: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F2 · ownership.nature: 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)

F3 · ownership.nature: (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.

F4 · ownership.nature: 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.

SEC source: 0001140361-21-023079 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

BAM Partners Trust · CIK 0001861643 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 39,082,624.67

F1 · kind: 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.

F1 · price: 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.

F2 · ownership.nature: 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)

F3 · ownership.nature: (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.

F4 · ownership.nature: 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.

SEC source: 0001140361-21-011046 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 30,858,434.61

Underlying: OP Units · 935,104.08 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · kind: On March 31, 2021, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 935,104.08 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 29,923,330.53 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 30,858,434.61 Class C Units (adjusted by .01 unit due to rounding).

F5 · derivative.expiration_date: 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.

F5 · derivative.underlying: 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.

F1 · balance_after: On March 31, 2021, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 935,104.08 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 29,923,330.53 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 30,858,434.61 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On March 31, 2021, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 935,104.08 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 29,923,330.53 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 30,858,434.61 Class C Units (adjusted by .01 unit due to rounding).

F2 · ownership.nature: 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)

F3 · ownership.nature: (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 30,858,434.61 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 37,620 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 11,976 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001140361-21-000199 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 29,923,330.53

Underlying: OP Units · 926,294.22 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · kind: On December 31, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 926,294.22 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 28,997,036.31 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 29,923,330.53 Class C Units (adjusted by .01 unit due to rounding).

F5 · derivative.expiration_date: 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.

F5 · derivative.underlying: 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.

F1 · balance_after: On December 31, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 926,294.22 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 28,997,036.31 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 29,923,330.53 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On December 31, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 926,294.22 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 28,997,036.31 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 29,923,330.53 Class C Units (adjusted by .01 unit due to rounding).

F2 · ownership.nature: 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)

F3 · ownership.nature: (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 29,923,330.53 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 37,620 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 11,976 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001140361-20-022298 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 28,997,036.31

Underlying: OP Units · 365,843.03 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · kind: On September 30, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 365,843.03 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 28,631,193.29 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 28,997,036.31 Class C Units (adjusted by .01 unit due to rounding).

F5 · derivative.expiration_date: 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.

F5 · derivative.underlying: 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.

F1 · balance_after: On September 30, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 365,843.03 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 28,631,193.29 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 28,997,036.31 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On September 30, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 365,843.03 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 28,631,193.29 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 28,997,036.31 Class C Units (adjusted by .01 unit due to rounding).

F2 · ownership.nature: 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)

F3 · ownership.nature: (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 28,997,036.31 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 37,620 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 11,976 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001140361-20-015339 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See explanatory responses

Disclosed balance after: 37,620

F2 · kind: BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly owned subsidiary of BSREP II. BSREP II has the right to designate two appointees to the board of directors of the Issuer (the "Board") pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of BSREP II.

F3 · kind: On July 1, 2020, the Issuer granted BSREP II Board 11,976 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles's service as directors of the Issuer. Such 11,976 Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2021; (ii) July 1, 2021; 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. BSREP II owns such 11,976 Restricted Shares through its wholly owned subsidiary BSREP II Board. As a result of the foregoing transaction, BSREP II owns 37,620 Restricted Shares through BSREP II Board.

F2 · ownership.nature: BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly owned subsidiary of BSREP II. BSREP II has the right to designate two appointees to the board of directors of the Issuer (the "Board") pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of BSREP II.

F3 · ownership.nature: On July 1, 2020, the Issuer granted BSREP II Board 11,976 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles's service as directors of the Issuer. Such 11,976 Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2021; (ii) July 1, 2021; 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. BSREP II owns such 11,976 Restricted Shares through its wholly owned subsidiary BSREP II Board. As a result of the foregoing transaction, BSREP II owns 37,620 Restricted Shares through BSREP II Board.

F4 · ownership.nature: 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 5)

F5 · ownership.nature: (continued from footnote 4) (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 28,631,193.29 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 37,620 shares of Restricted Shares, 11,976 shares of which are subject to forfeiture in respect of Lowell Baron's and Bruce Wiles's service as directors of the Issuer, through BSREP II Board.

F6 · ownership.nature: 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.

SEC source: 0001140361-20-015339 · form4.xml · derivative · entry 2

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 28,631,193.29

Underlying: OP Units · 357,349.96 shares

Expires not disclosed

F7 · derivative.exercise_price: 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.

F1 · kind: On June 30, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 357,349.96 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 28,273,843.31 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 28,631,193.29 Class C Units (adjusted by .01 unit due to rounding).

F7 · derivative.expiration_date: 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.

F7 · derivative.underlying: 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.

F1 · balance_after: On June 30, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 357,349.96 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 28,273,843.31 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 28,631,193.29 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On June 30, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 357,349.96 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 28,273,843.31 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 28,631,193.29 Class C Units (adjusted by .01 unit due to rounding).

F4 · ownership.nature: 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 5)

F5 · ownership.nature: (continued from footnote 4) (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 28,631,193.29 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 37,620 shares of Restricted Shares, 11,976 shares of which are subject to forfeiture in respect of Lowell Baron's and Bruce Wiles's service as directors of the Issuer, through BSREP II Board.

F6 · ownership.nature: 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.

F7 · ownership.nature: 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.

SEC source: 0001140361-20-007770 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 28,273,843.31

Underlying: OP Units · 352,889.83 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · kind: On March 31, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 352,889.83 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 27,920,953.48 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 28,273,843.31 Class C Units (adjusted by .01 unit due to rounding).

F5 · derivative.expiration_date: 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.

F5 · derivative.underlying: 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.

F1 · balance_after: On March 31, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 352,889.83 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 27,920,953.48 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 28,273,843.31 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On March 31, 2020, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 352,889.83 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 27,920,953.48 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 28,273,843.31 Class C Units (adjusted by .01 unit due to rounding).

F2 · ownership.nature: 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)

F3 · ownership.nature: (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 28,273,843.31 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001140361-20-000124 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 27,920,953.48

Underlying: OP Units · 352,266.56 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · kind: 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).

F5 · derivative.expiration_date: 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.

F5 · derivative.underlying: 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.

F1 · balance_after: 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).

F1 · ownership.nature: 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).

F2 · ownership.nature: 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)

F3 · ownership.nature: (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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001140361-19-017734 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 27,568,686.97

Underlying: OP Units · 347,822.16 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · kind: On September 30, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 347,822.16 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 27,220,864.81 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 27,568,686.97 Class C Units (adjusted by .01 unit due to rounding).

F5 · derivative.expiration_date: 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.

F5 · derivative.underlying: 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.

F1 · balance_after: On September 30, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 347,822.16 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 27,220,864.81 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 27,568,686.97 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On September 30, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 347,822.16 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 27,220,864.81 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 27,568,686.97 Class C Units (adjusted by .01 unit due to rounding).

F2 · ownership.nature: 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)

F3 · ownership.nature: (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 27,568,686.97 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001140361-19-012264 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See explanatory responses

Disclosed balance after: 25,644

F2 · kind: BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly owned subsidiary of BSREP II. BSREP II has the right to designate two appointees to the board of directors of the Issuer (the "Board") pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of BSREP II.

F3 · kind: On July 1, 2019, the Issuer granted BSREP II Board 10,858 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles's service as directors of the Issuer. Such 10,858 Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2020 (ii) July 1, 2020 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. BSREP II owns such 10,858 Restricted Shares through its wholly owned subsidiary BSREP II Board. As a result of the foregoing transaction, BSREP II owns 25,644 Restricted Shares through BSREP II Board.

F2 · ownership.nature: BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly owned subsidiary of BSREP II. BSREP II has the right to designate two appointees to the board of directors of the Issuer (the "Board") pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of BSREP II.

F3 · ownership.nature: On July 1, 2019, the Issuer granted BSREP II Board 10,858 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles's service as directors of the Issuer. Such 10,858 Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2020 (ii) July 1, 2020 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. BSREP II owns such 10,858 Restricted Shares through its wholly owned subsidiary BSREP II Board. As a result of the foregoing transaction, BSREP II owns 25,644 Restricted Shares through BSREP II Board.

F4 · ownership.nature: 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 5)

F5 · ownership.nature: (continued from footnote 4) (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 27,220,864.81 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 25,644 shares of Restricted Shares, 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 BSREP II Board.

F6 · ownership.nature: 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.

SEC source: 0001140361-19-012264 · form4.xml · derivative · entry 2

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 27,220,864.81

Underlying: OP Units · 339,747.46 shares

Expires not disclosed

F7 · derivative.exercise_price: 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.

F1 · kind: On June 28, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 339,747.46 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 26,881,117.31 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 27,220,864.81 Class C Units (adjusted by .01 unit due to rounding).

F7 · derivative.expiration_date: 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.

F7 · derivative.underlying: 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.

F1 · balance_after: On June 28, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 339,747.46 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 26,881,117.31 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 27,220,864.81 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On June 28, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 339,747.46 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 26,881,117.31 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 27,220,864.81 Class C Units (adjusted by .01 unit due to rounding).

F4 · ownership.nature: 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 5)

F5 · ownership.nature: (continued from footnote 4) (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 27,220,864.81 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 25,644 shares of Restricted Shares, 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 BSREP II Board.

F6 · ownership.nature: 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.

F7 · ownership.nature: 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.

SEC source: 0001140361-19-006291 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 26,881,117.31

Underlying: OP Units · 215,378.75 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · kind: On March 29, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 215,378.75 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 26,665,738.56 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 26,881,117.31 Class C Units (adjusted by .01 unit due to rounding).

F5 · derivative.expiration_date: 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.

F5 · derivative.underlying: 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.

F1 · balance_after: On March 29, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 215,378.75 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 26,665,738.56 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 26,881,117.31 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On March 29, 2019, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 215,378.75 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 26,665,738.56 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 26,881,117.31 Class C Units (adjusted by .01 unit due to rounding).

F2 · ownership.nature: 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)

F3 · ownership.nature: (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 26,881,117.31 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 14,786 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 7,210 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001140361-19-004049 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Inc. · CIK 0001768973 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 26,665,738.56

Underlying: OP Units · 14,898,060.78 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_price: 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.

F1 · kind: Pursuant to, and subject to the terms and conditions of, the Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017 (the "SPA") among Hospitality Investors Trust, Inc. (the "Issuer"), Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), the Issuer has the right to cause BSREP II to purchase units of limited partnership interests entitled Class C Units (the "Class C Units") at a price per Class C Unit of $14.75 (the "Second Follow-On Funding"). (continued in footnote 2)

F2 · kind: (continued from footnote 1) The amount of Class C Units the Issuer can cause BSREP II to purchase in the Second Follow-On Funding is limited to the number of Class C Units that would be sufficient to fully redeem all then-outstanding preferred equity interests of two indirect subsidiaries of the Issuer previously issued to finance a portion of the purchase price of certain hotels acquired in February 2015 (the "Grace Preferred Equity Interests"), which was 14,898,060.78 Class C Units as of February 27, 2019. On February 27, 2019, the Issuer caused BSREP II to purchase pursuant to the Second Follow-On Funding 14,898,060.78 Class C Units, which constitutes the Issuer's full exercise of its right to cause the Second Follow-On Funding. As a result of the foregoing transactions, BSREP II owns 26,665,738.56 Class C Units of OpCo (adjusted by .01 unit due to rounding).

F3 · kind: 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 4)

F7 · derivative.expiration_date: 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.

F7 · derivative.underlying: 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.

F1 · balance_after: Pursuant to, and subject to the terms and conditions of, the Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017 (the "SPA") among Hospitality Investors Trust, Inc. (the "Issuer"), Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), the Issuer has the right to cause BSREP II to purchase units of limited partnership interests entitled Class C Units (the "Class C Units") at a price per Class C Unit of $14.75 (the "Second Follow-On Funding"). (continued in footnote 2)

F2 · balance_after: (continued from footnote 1) The amount of Class C Units the Issuer can cause BSREP II to purchase in the Second Follow-On Funding is limited to the number of Class C Units that would be sufficient to fully redeem all then-outstanding preferred equity interests of two indirect subsidiaries of the Issuer previously issued to finance a portion of the purchase price of certain hotels acquired in February 2015 (the "Grace Preferred Equity Interests"), which was 14,898,060.78 Class C Units as of February 27, 2019. On February 27, 2019, the Issuer caused BSREP II to purchase pursuant to the Second Follow-On Funding 14,898,060.78 Class C Units, which constitutes the Issuer's full exercise of its right to cause the Second Follow-On Funding. As a result of the foregoing transactions, BSREP II owns 26,665,738.56 Class C Units of OpCo (adjusted by .01 unit due to rounding).

F1 · ownership.nature: Pursuant to, and subject to the terms and conditions of, the Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017 (the "SPA") among Hospitality Investors Trust, Inc. (the "Issuer"), Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), the Issuer has the right to cause BSREP II to purchase units of limited partnership interests entitled Class C Units (the "Class C Units") at a price per Class C Unit of $14.75 (the "Second Follow-On Funding"). (continued in footnote 2)

F2 · ownership.nature: (continued from footnote 1) The amount of Class C Units the Issuer can cause BSREP II to purchase in the Second Follow-On Funding is limited to the number of Class C Units that would be sufficient to fully redeem all then-outstanding preferred equity interests of two indirect subsidiaries of the Issuer previously issued to finance a portion of the purchase price of certain hotels acquired in February 2015 (the "Grace Preferred Equity Interests"), which was 14,898,060.78 Class C Units as of February 27, 2019. On February 27, 2019, the Issuer caused BSREP II to purchase pursuant to the Second Follow-On Funding 14,898,060.78 Class C Units, which constitutes the Issuer's full exercise of its right to cause the Second Follow-On Funding. As a result of the foregoing transactions, BSREP II owns 26,665,738.56 Class C Units of OpCo (adjusted by .01 unit due to rounding).

F3 · ownership.nature: 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 4)

F4 · ownership.nature: (continued from footnote 3) (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 26,665,738.56 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 14,786 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 7,210 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. (continued in footnote 5)

F5 · ownership.nature: (continued from footnote 4) On or about January 3, 2019, pursuant to an internal reorganization, Brookfield US Corporation, a Delaware corporation, merged with and into Brookfield Special Opportunities Inc. ("BSO"), with BSO surviving the merger as a wholly-owned subsidiary of BUSHI and the direct parent company of BUSC Finance. BSO subsequently changed its name to Brookfield US Inc.

F6 · ownership.nature: 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.

F7 · ownership.nature: 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.

SEC source: 0001140361-19-000236 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 11,767,677.78

Underlying: OP Units · 148,467.68 shares

Expires not disclosed

F6 · derivative.exercise_price: 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.

F1 · kind: On December 31, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 148,467.68 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 11,619,210.10 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 11,767,677.78 Class C Units (adjusted by .01 unit due to rounding).

F6 · derivative.expiration_date: 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.

F6 · derivative.underlying: 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.

F1 · balance_after: On December 31, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 148,467.68 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 11,619,210.10 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 11,767,677.78 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On December 31, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 148,467.68 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 11,619,210.10 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 11,767,677.78 Class C Units (adjusted by .01 unit due to rounding).

F2 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (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)

F3 · ownership.nature: (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 11,767,677.78 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 14,786 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 7,210 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. (continued in footnote 4)

F4 · ownership.nature: (continued from footnote 3) On or about January 3, 2019, pursuant to an internal reorganization, BUSC is expected to merge with and into Brookfield Special Opportunities Inc., a Delaware corporation, with Brookfield Special Opportunities Inc. surviving the merger as a wholly-owned subsidiary of BUSHI and the direct parent company of BUSC Finance.

F5 · ownership.nature: 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.

F6 · ownership.nature: 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.

SEC source: 0001140361-18-039882 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 11,619,210.1

Underlying: OP Units · 146,594.53 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · kind: On September 28, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 146,594.53 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 11,472,615.57 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 11,619,210.10 Class C Units (adjusted by .01 unit due to rounding).

F5 · derivative.expiration_date: 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.

F5 · derivative.underlying: 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.

F1 · balance_after: On September 28, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 146,594.53 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 11,472,615.57 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 11,619,210.10 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On September 28, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 146,594.53 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 11,472,615.57 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 11,619,210.10 Class C Units (adjusted by .01 unit due to rounding).

F2 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 3)

F3 · ownership.nature: (continued from footnote 2) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 11,619,210.10 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 14,786 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 7,210 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001140361-18-031161 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See explanatory responses

Disclosed balance after: 14,786

F2 · kind: BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly owned subsidiary of BSREP II. BSREP II has the right to designate two appointees to the board of directors of the Issuer (the "Board") pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of BSREP II.

F3 · kind: On July 2, 2018, the Issuer granted BSREP II Board 7,210 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles's service as directors of the Issuer. Such 7,210 Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2019; (ii) July 2, 2019; 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. BSREP II owns such 7,210 Restricted Shares through its wholly owned subsidiary BSREP II Board. As a result of the foregoing transaction, BSREP II owns 14,786 Restricted Shares through BSREP II Board.

F2 · ownership.nature: BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly owned subsidiary of BSREP II. BSREP II has the right to designate two appointees to the board of directors of the Issuer (the "Board") pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of BSREP II.

F3 · ownership.nature: On July 2, 2018, the Issuer granted BSREP II Board 7,210 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles's service as directors of the Issuer. Such 7,210 Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2019; (ii) July 2, 2019; 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. BSREP II owns such 7,210 Restricted Shares through its wholly owned subsidiary BSREP II Board. As a result of the foregoing transaction, BSREP II owns 14,786 Restricted Shares through BSREP II Board.

F4 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 5)

F5 · ownership.nature: (continued from footnote 4) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 11,472,615.57 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 14,786 Restricted Shares through BSREP II Board.

F6 · ownership.nature: 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.

SEC source: 0001140361-18-031161 · form4.xml · derivative · entry 2

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 11,472,615.57

Underlying: OP Units · 143,191.33 shares

Expires not disclosed

F7 · derivative.exercise_price: 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.

F1 · kind: On June 29, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 143,191.33 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 11,329,424.23 Class C Units 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 11,472,615.57 Class C Units (adjusted by .01 unit due to rounding).

F7 · derivative.expiration_date: 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.

F7 · derivative.underlying: 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.

F1 · balance_after: On June 29, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 143,191.33 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 11,329,424.23 Class C Units 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 11,472,615.57 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On June 29, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 143,191.33 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 11,329,424.23 Class C Units 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 11,472,615.57 Class C Units (adjusted by .01 unit due to rounding).

F4 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 5)

F5 · ownership.nature: (continued from footnote 4) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 11,472,615.57 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 14,786 Restricted Shares through BSREP II Board.

F6 · ownership.nature: 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.

F7 · ownership.nature: 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.

SEC source: 0001140361-18-016490 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 11,329,424.23

Underlying: OP Units · 126,617.01 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · kind: On March 29, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 126,617.01 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 11,202,807.22 Class C Units owned by BSREP II at the time of the dividend payment date (including 9,507,891.97 Class C Units (adjusted by .01 unit due to rounding) held for the entire period for which the payment-in-kind dividend was paid and 1,694,915.25 Class C Units acquired on February 27, 2018) 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 11,329,424.23 Class C Units (adjusted by .01 unit due to rounding).

F5 · derivative.expiration_date: 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.

F5 · derivative.underlying: 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.

F1 · balance_after: On March 29, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 126,617.01 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 11,202,807.22 Class C Units owned by BSREP II at the time of the dividend payment date (including 9,507,891.97 Class C Units (adjusted by .01 unit due to rounding) held for the entire period for which the payment-in-kind dividend was paid and 1,694,915.25 Class C Units acquired on February 27, 2018) 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 11,329,424.23 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On March 29, 2018, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), received 126,617.01 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 11,202,807.22 Class C Units owned by BSREP II at the time of the dividend payment date (including 9,507,891.97 Class C Units (adjusted by .01 unit due to rounding) held for the entire period for which the payment-in-kind dividend was paid and 1,694,915.25 Class C Units acquired on February 27, 2018) 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 11,329,424.23 Class C Units (adjusted by .01 unit due to rounding).

F2 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 3)

F3 · ownership.nature: (continued from footnote 2) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 11,329,424.23 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 7,576 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001140361-18-010812 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 11,202,807.22

Underlying: OP Units · 1,694,915.25 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_price: 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.

F1 · kind: Pursuant to, and subject to the terms and conditions of, the Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017 (the "SPA") among Hospitality Investors Trust, Inc. (the "Issuer"), Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), the Issuer has the right to cause BSREP II to purchase units of limited partnership interests entitled Class C Units (the "Class C Units") at a price per Class C Unit of $14.75 (the "First Follow-On Funding"). (continued in footnote 2)

F2 · kind: (continued from footnote 1) The amount of Class C Units the Issuer can cause BSREP II to purchase in the First Follow-On Funding is limited to the number of Class C Units that would be sufficient to reduce, upon redemption, the outstanding preferred equity interests of two indirect subsidiaries of the Issuer previously issued to finance a portion of the purchase price of certain hotels acquired in February 2015 (the "Grace Preferred Equity Interests") to $223.5 million, which is 716,481.11 Class C Units as of February 27, 2018. On February 27, 2018, the Issuer caused BSREP II to purchase pursuant to the First Follow-On Funding 716,481.11 Class C Units, which constitutes the Issuer's full exercise of its right to cause the First Follow-On Funding. (continued in footnote 3)

F3 · kind: (continued from footnote 2) Pursuant to, and subject to the terms and conditions of, the SPA, the Issuer has the right to cause BSREP II to purchase, in one or more transactions, up to 1,495,751.28 Class C Units at a price per Class C Unit of $14.75 (each such transaction, an "Other Funding" and all such transactions in the aggregate, the "Third Follow-On Funding"). The amount of Class C Units the Issuer can cause BSREP II to purchase in the Third Follow-On Funding is limited to the number of Class C Units with an aggregate price equal to the difference between the then-unfunded portion of BSREP II's $400.0 million funding commitment under the SPA and the outstanding amount of Grace Preferred Equity Interests. On February 27, 2018, the Issuer caused BSREP II to purchase pursuant to an Other Funding 978,434.14 Class C Units. As a result of the foregoing transactions, BSREP II owns 11,202,807.22 Class C Units (adjusted by .01 unit due to rounding).

F7 · derivative.expiration_date: 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.

F7 · derivative.underlying: 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.

F1 · balance_after: Pursuant to, and subject to the terms and conditions of, the Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017 (the "SPA") among Hospitality Investors Trust, Inc. (the "Issuer"), Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), the Issuer has the right to cause BSREP II to purchase units of limited partnership interests entitled Class C Units (the "Class C Units") at a price per Class C Unit of $14.75 (the "First Follow-On Funding"). (continued in footnote 2)

F2 · balance_after: (continued from footnote 1) The amount of Class C Units the Issuer can cause BSREP II to purchase in the First Follow-On Funding is limited to the number of Class C Units that would be sufficient to reduce, upon redemption, the outstanding preferred equity interests of two indirect subsidiaries of the Issuer previously issued to finance a portion of the purchase price of certain hotels acquired in February 2015 (the "Grace Preferred Equity Interests") to $223.5 million, which is 716,481.11 Class C Units as of February 27, 2018. On February 27, 2018, the Issuer caused BSREP II to purchase pursuant to the First Follow-On Funding 716,481.11 Class C Units, which constitutes the Issuer's full exercise of its right to cause the First Follow-On Funding. (continued in footnote 3)

F3 · balance_after: (continued from footnote 2) Pursuant to, and subject to the terms and conditions of, the SPA, the Issuer has the right to cause BSREP II to purchase, in one or more transactions, up to 1,495,751.28 Class C Units at a price per Class C Unit of $14.75 (each such transaction, an "Other Funding" and all such transactions in the aggregate, the "Third Follow-On Funding"). The amount of Class C Units the Issuer can cause BSREP II to purchase in the Third Follow-On Funding is limited to the number of Class C Units with an aggregate price equal to the difference between the then-unfunded portion of BSREP II's $400.0 million funding commitment under the SPA and the outstanding amount of Grace Preferred Equity Interests. On February 27, 2018, the Issuer caused BSREP II to purchase pursuant to an Other Funding 978,434.14 Class C Units. As a result of the foregoing transactions, BSREP II owns 11,202,807.22 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: Pursuant to, and subject to the terms and conditions of, the Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017 (the "SPA") among Hospitality Investors Trust, Inc. (the "Issuer"), Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), the Issuer has the right to cause BSREP II to purchase units of limited partnership interests entitled Class C Units (the "Class C Units") at a price per Class C Unit of $14.75 (the "First Follow-On Funding"). (continued in footnote 2)

F2 · ownership.nature: (continued from footnote 1) The amount of Class C Units the Issuer can cause BSREP II to purchase in the First Follow-On Funding is limited to the number of Class C Units that would be sufficient to reduce, upon redemption, the outstanding preferred equity interests of two indirect subsidiaries of the Issuer previously issued to finance a portion of the purchase price of certain hotels acquired in February 2015 (the "Grace Preferred Equity Interests") to $223.5 million, which is 716,481.11 Class C Units as of February 27, 2018. On February 27, 2018, the Issuer caused BSREP II to purchase pursuant to the First Follow-On Funding 716,481.11 Class C Units, which constitutes the Issuer's full exercise of its right to cause the First Follow-On Funding. (continued in footnote 3)

F3 · ownership.nature: (continued from footnote 2) Pursuant to, and subject to the terms and conditions of, the SPA, the Issuer has the right to cause BSREP II to purchase, in one or more transactions, up to 1,495,751.28 Class C Units at a price per Class C Unit of $14.75 (each such transaction, an "Other Funding" and all such transactions in the aggregate, the "Third Follow-On Funding"). The amount of Class C Units the Issuer can cause BSREP II to purchase in the Third Follow-On Funding is limited to the number of Class C Units with an aggregate price equal to the difference between the then-unfunded portion of BSREP II's $400.0 million funding commitment under the SPA and the outstanding amount of Grace Preferred Equity Interests. On February 27, 2018, the Issuer caused BSREP II to purchase pursuant to an Other Funding 978,434.14 Class C Units. As a result of the foregoing transactions, BSREP II owns 11,202,807.22 Class C Units (adjusted by .01 unit due to rounding).

F4 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 5)

F5 · ownership.nature: (continued from footnote 4) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 11,202,807.22 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 7,576 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 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.

F6 · ownership.nature: 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.

F7 · ownership.nature: 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.

SEC source: 0001140361-18-000406 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 9,507,891.97

Underlying: OP Units · 119,956.95 shares

Expires not disclosed

F6 · derivative.exercise_price: 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.

F1 · kind: On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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. (continued in footnote 2)

F2 · kind: (continued from footnote 1) On September 29, 2017, BSREP II received 118,443.50 Class C Units as a payment-in-kind dividend on 9,269,491.53 Class C Units 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. As a result of the foregoing transactions, BSREP II owned 9,387,935.02 Class C Units (adjusted by .01 unit due to rounding) on September 29, 2017. On December 29, 2017, BSREP II received 119,956.95 Class C Units as a payment-in-kind dividend on 9,387,935.02 Class C Units 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. As a result of the foregoing transactions, BSREP II owns 9,507,891.97 Class C Units (adjusted by .01 unit due to rounding).

F6 · derivative.expiration_date: 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.

F6 · derivative.underlying: 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.

F1 · balance_after: On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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. (continued in footnote 2)

F2 · balance_after: (continued from footnote 1) On September 29, 2017, BSREP II received 118,443.50 Class C Units as a payment-in-kind dividend on 9,269,491.53 Class C Units 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. As a result of the foregoing transactions, BSREP II owned 9,387,935.02 Class C Units (adjusted by .01 unit due to rounding) on September 29, 2017. On December 29, 2017, BSREP II received 119,956.95 Class C Units as a payment-in-kind dividend on 9,387,935.02 Class C Units 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. As a result of the foregoing transactions, BSREP II owns 9,507,891.97 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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. (continued in footnote 2)

F2 · ownership.nature: (continued from footnote 1) On September 29, 2017, BSREP II received 118,443.50 Class C Units as a payment-in-kind dividend on 9,269,491.53 Class C Units 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. As a result of the foregoing transactions, BSREP II owned 9,387,935.02 Class C Units (adjusted by .01 unit due to rounding) on September 29, 2017. On December 29, 2017, BSREP II received 119,956.95 Class C Units as a payment-in-kind dividend on 9,387,935.02 Class C Units 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. As a result of the foregoing transactions, BSREP II owns 9,507,891.97 Class C Units (adjusted by .01 unit due to rounding).

F3 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 4)

F4 · ownership.nature: (continued from footnote 3) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 9,507,891.97 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 7,576 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: 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.

SEC source: 0001140361-17-037232 · form4.xml · derivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 9,387,935.02

Underlying: OP Units · 118,443.5 shares

Expires not disclosed

F6 · derivative.exercise_price: 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.

F1 · kind: On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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 transactions, BSREP II owned 9,269,491.53 Class C Units (adjusted by .01 unit due to rounding) on June 30, 2017.

F2 · kind: On September 29, 2017, BSREP II received 118,443.50 Class C Units as a payment-in-kind dividend on 9,269,491.53 Class C Units 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. As a result of the foregoing transactions, BSREP II owns 9,387,935.02 Class C Units (adjusted by .01 unit due to rounding).

F6 · derivative.expiration_date: 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.

F6 · derivative.underlying: 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.

F1 · balance_after: On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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 transactions, BSREP II owned 9,269,491.53 Class C Units (adjusted by .01 unit due to rounding) on June 30, 2017.

F2 · balance_after: On September 29, 2017, BSREP II received 118,443.50 Class C Units as a payment-in-kind dividend on 9,269,491.53 Class C Units 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. As a result of the foregoing transactions, BSREP II owns 9,387,935.02 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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 transactions, BSREP II owned 9,269,491.53 Class C Units (adjusted by .01 unit due to rounding) on June 30, 2017.

F2 · ownership.nature: On September 29, 2017, BSREP II received 118,443.50 Class C Units as a payment-in-kind dividend on 9,269,491.53 Class C Units 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. As a result of the foregoing transactions, BSREP II owns 9,387,935.02 Class C Units (adjusted by .01 unit due to rounding).

F3 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 4)

F4 · ownership.nature: (continued from footnote 3) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 9,387,935.02 Class C Units of OpCo (adjusted by .01 unit due to rounding) and owns 7,576 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: 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.

SEC source: 0001140361-17-027062 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 7,576

F2 · kind: BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly owned subsidiary of BSREP II. BSREP II has the right to designate two appointees to the board of directors of the Issuer (the "Board") pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of BSREP II.

F3 · kind: On July 3, 2017, the Issuer granted BSREP II Board, a wholly owned subsidiary of BSREP II, 7,576 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles's service as directors 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. BSREP II owns such 7,576 Restricted Shares through its wholly owned subsidiary BSREP II Board.

F2 · ownership.nature: BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly owned subsidiary of BSREP II. BSREP II has the right to designate two appointees to the board of directors of the Issuer (the "Board") pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of BSREP II.

F3 · ownership.nature: On July 3, 2017, the Issuer granted BSREP II Board, a wholly owned subsidiary of BSREP II, 7,576 shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles's service as directors 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. BSREP II owns such 7,576 Restricted Shares through its wholly owned subsidiary BSREP II Board.

F4 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 5)

F5 · ownership.nature: (continued from footnote 4) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP");(ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 9,269,491.53 Class C Units of OpCo and owns 7,576 Restricted Shares through its wholly owned subsidiary BSREP II Board.

F6 · ownership.nature: 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.

SEC source: 0001140361-17-027062 · form4.xml · derivative · entry 2

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director · 10% owner

Partners Ltd · CIK 0001540229 · Director · 10% owner

Brookfield Holdings Canada Inc. · CIK 0001540230 · Director · 10% owner

Brookfield US Holdings Inc. · CIK 0001504722 · Director · 10% owner

Brookfield US Corp · CIK 0001504721 · Director · 10% owner

BUSC Finance LLC · CIK 0001702556 · Director · 10% owner

Brookfield Property Group LLC · CIK 0001680278 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP of GP LLC · CIK 0001702615 · Director · 10% owner

Brookfield Strategic Real Estate Partners II GP L.P · CIK 0001702617 · Director · 10% owner

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC · CIK 0001702614 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanatory Responses

Disclosed balance after: 9,269,491.53

Underlying: OP Units · 116,949.15 shares

Expires not disclosed

F7 · derivative.exercise_price: 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.

F1 · kind: On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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 transactions, BSREP II owns 9,269,491.53 Class C Units (adjusted by .01 unit due to rounding).

F7 · derivative.expiration_date: 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.

F7 · derivative.underlying: 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.

F1 · balance_after: On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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 transactions, BSREP II owns 9,269,491.53 Class C Units (adjusted by .01 unit due to rounding).

F1 · ownership.nature: On March 31, 2017, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), purchased 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo"). On June 30, 2017, BSREP II received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units 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 transactions, BSREP II owns 9,269,491.53 Class C Units (adjusted by .01 unit due to rounding).

F4 · ownership.nature: 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 Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 5)

F5 · ownership.nature: (continued from footnote 4) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP");(ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) BSREP II, which directly holds 9,269,491.53 Class C Units of OpCo and owns 7,576 Restricted Shares through its wholly owned subsidiary BSREP II Board.

F6 · ownership.nature: 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.

F7 · ownership.nature: 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.