Partners Ltd

SEC source: 0000899243-20-011444 · doc4.xml · nonDerivative · entry 1

Oaktree Huntington Investment Fund II, L.P. · CIK 0001687181 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · security: Represents up to 6,000,0000 Special Shares, Series 2 (the "Special Voting Shares") that, subject to certain caps (the "Voting Trust Caps") as provided in the Voting Trust Agreement (as defined below), may be issued and deposited with OCM SunOpta Trustee LLC, an affiliate of the Reporting Persons (as defined below), as trustee (the "Trustee") for and on behalf of Oaktree Huntington Investment Fund II, L.P. ("OHIF") and other holders of Preferred Shares (as defined below) of SunOpta Foods Inc. (the "Subsidiary") from time to time pursuant to a voting trust agreement dated April 24, 2020 (the "Voting Trust Agreement"), among SunOpta Inc. (the "Company"), the Subsidiary, OHIF, Oaktree Organics, L.P. and the Trustee. The Special Shares serve as the mechanism for attaching exchanged voting to the Preferred Shares. As a result of the Voting Trust Caps, no Special Voting Shares have been issued to the Reporting Persons (as defined below).

F1 · kind: Represents up to 6,000,0000 Special Shares, Series 2 (the "Special Voting Shares") that, subject to certain caps (the "Voting Trust Caps") as provided in the Voting Trust Agreement (as defined below), may be issued and deposited with OCM SunOpta Trustee LLC, an affiliate of the Reporting Persons (as defined below), as trustee (the "Trustee") for and on behalf of Oaktree Huntington Investment Fund II, L.P. ("OHIF") and other holders of Preferred Shares (as defined below) of SunOpta Foods Inc. (the "Subsidiary") from time to time pursuant to a voting trust agreement dated April 24, 2020 (the "Voting Trust Agreement"), among SunOpta Inc. (the "Company"), the Subsidiary, OHIF, Oaktree Organics, L.P. and the Trustee. The Special Shares serve as the mechanism for attaching exchanged voting to the Preferred Shares. As a result of the Voting Trust Caps, no Special Voting Shares have been issued to the Reporting Persons (as defined below).

F1 · ownership.direct: Represents up to 6,000,0000 Special Shares, Series 2 (the "Special Voting Shares") that, subject to certain caps (the "Voting Trust Caps") as provided in the Voting Trust Agreement (as defined below), may be issued and deposited with OCM SunOpta Trustee LLC, an affiliate of the Reporting Persons (as defined below), as trustee (the "Trustee") for and on behalf of Oaktree Huntington Investment Fund II, L.P. ("OHIF") and other holders of Preferred Shares (as defined below) of SunOpta Foods Inc. (the "Subsidiary") from time to time pursuant to a voting trust agreement dated April 24, 2020 (the "Voting Trust Agreement"), among SunOpta Inc. (the "Company"), the Subsidiary, OHIF, Oaktree Organics, L.P. and the Trustee. The Special Shares serve as the mechanism for attaching exchanged voting to the Preferred Shares. As a result of the Voting Trust Caps, no Special Voting Shares have been issued to the Reporting Persons (as defined below).

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: 0001104659-20-037429 · a4.xml · nonDerivative · entry 1

Oaktree Optical Holdings, L.P. · CIK 0001755632 · 10% owner

Oaktree Fund GP, LLC · CIK 0001499005 · 10% owner

OAKTREE FUND GP I, L.P. · CIK 0001402746 · 10% owner

Oaktree Capital I, L.P. · CIK 0001403530 · 10% owner

OCM HOLDINGS I, LLC · CIK 0001407178 · 10% owner

OAKTREE HOLDINGS, LLC · CIK 0001407181 · 10% owner

Oaktree Capital Group, LLC · CIK 0001403528 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

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

Partners Ltd · CIK 0001540229 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,175,384

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.60 to $5.25, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1).

F2 · ownership.direct: Oaktree Optical Holdings, L.P. ("Optical") directly owns the Common Stock reported herein. This Form 4 is also being filed by (i) Oaktree Fund GP, LLC ("Fund GP") in its capacity as general partner of Optical; (ii) Oaktree Fund GP I, L.P. ("GP I") in its capacity as managing member of Fund GP; (iii) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I; (iv) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I; (v) Oaktree Holdings, LLC ("Holdings LLC") in its capacity as the managing member of Holdings I;.

F3 · ownership.direct: (cont'd from footnote 2) (vi) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings LLC; (vii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly appointed manager of OCG; (viii) Brookfield Asset Management, Inc. ("BAM") in its capacity as the indirect owner of the class A units of OCG and (ix) Partners Limited, in its capacity as the sole owner of Class B Limited Voting Shares of BAM (each a "Reporting Person" and, collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of all securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities reported herein.

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: 0001140361-19-022027 · form4.xml · nonDerivative · entry 1

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

Partners Ltd · CIK 0001540229 · 10% owner

Brookfield Private Equity Inc. · CIK 0001685113 · 10% owner

Brookfield US Inc. · CIK 0001768973 · 10% owner

Brookfield Private Equity Direct Investments Holdings LP · CIK 0001703172 · 10% owner

Brookfield Private Equity Holdings LLC · CIK 0001703248 · 10% owner

Brookfield Titan Holdings LP · CIK 0001703170 · 10% owner

Titan Co-Investment GP, LLC · CIK 0001703169 · 10% owner

Brookfield Private Equity Group Holdings LP · CIK 0001685157 · 10% owner

Brookfield Capital Partners Ltd. · CIK 0001685158 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 48,066,771

F4 · shares: See Exhibit 99.1 for text of footnote (4).

F5 · balance_after: See Exhibit 99.1 for text of footnote (5).

F1 · ownership.nature: See Exhibit 99.1 for text of footnote (1).

F2 · ownership.nature: See Exhibit 99.1 for text of footnote (2).

F3 · ownership.nature: See Exhibit 99.1 for text of footnote (3).

F6 · ownership.nature: See Exhibit 99.1 for text of footnote (6).

F7 · ownership.nature: See Exhibit 99.1 for text of footnote (7).

F8 · ownership.nature: See Exhibit 99.1 for text of footnote (8).

SEC source: 0000950157-19-001182 · form4.xml · nonDerivative · entry 1

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

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP · CIK 0001504716 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

ORION US GP LLC · CIK 0001679041 · 10% owner

ORION US HOLDINGS 1 L.P. · CIK 0001679040 · 10% owner

Brookfield Infrastructure Fund III GP LLC · CIK 0001679131 · 10% owner

Brookfield BRP Holdings (Canada) Inc. · CIK 0001533231 · 10% owner

BBHC Orion Holdco L.P. · CIK 0001745194 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Owned by BBHC Orion Holdco L.P.

Disclosed balance after: 32,859,562

F4 · kind: On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.

F4 · shares: On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.

F4 · price: On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.

F4 · balance_after: On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.

F2 · ownership.direct: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.direct: The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

F1 · ownership.nature: This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").

F2 · ownership.nature: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.nature: The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

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: 0001140361-19-011555 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · Director by Deputization

Partners Ltd · CIK 0001540229 · Director by Deputization

Brookfield Private Equity Inc. · CIK 0001685113 · Director by Deputization

Brookfield US Inc. · CIK 0001768973 · Director by Deputization

Brookfield Private Equity Holdings LLC · CIK 0001703248 · Director by Deputization

Brookfield Private Equity Direct Investments Holdings LP · CIK 0001703172 · Director by Deputization

Titan Co-Investment-RBS, L.P. · CIK 0001703159 · Director by Deputization

Titan Co-Investment GP, LLC · CIK 0001703169 · Director by Deputization

Brookfield Private Equity Group Holdings LP · CIK 0001685157 · Director by Deputization

Brookfield Capital Partners Ltd. · CIK 0001685158 · Director by Deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 228,500

F5 · balance_after: See Exhibit 99.1 for text of footnote (5).

F1 · ownership.nature: See Exhibit 99.1 for text of footnote (1).

F2 · ownership.nature: See Exhibit 99.1 for text of footnote (2).

F3 · ownership.nature: See Exhibit 99.1 for text of footnote (3).

F4 · ownership.nature: See Exhibit 99.1 for text of footnote (4).

F19 · ownership.nature: See Exhibit 99.1 for text of footnote (19).

F20 · ownership.nature: See Exhibit 99.1 for text of footnote (20).

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: 0001144204-18-047182 · tv501753_4.xml · derivative · entry 18

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 2,577,297 shares

Expires not disclosed

F10 · derivative.exercise_price: See Exhibit 99.1; Note 10.

F10 · price: See Exhibit 99.1; Note 10.

F10 · derivative.exercise_date: See Exhibit 99.1; Note 10.

F10 · derivative.expiration_date: See Exhibit 99.1; Note 10.

F9 · ownership.nature: See Exhibit 99.1; Note 9.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · derivative · entry 17

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 28,573,419 shares

Expires not disclosed

F10 · derivative.exercise_price: See Exhibit 99.1; Note 10.

F10 · price: See Exhibit 99.1; Note 10.

F10 · derivative.exercise_date: See Exhibit 99.1; Note 10.

F10 · derivative.expiration_date: See Exhibit 99.1; Note 10.

F8 · ownership.nature: See Exhibit 99.1; Note 8.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · derivative · entry 16

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 70,114,877 shares

Expires not disclosed

F10 · derivative.exercise_price: See Exhibit 99.1; Note 10.

F10 · price: See Exhibit 99.1; Note 10.

F10 · derivative.exercise_date: See Exhibit 99.1; Note 10.

F10 · derivative.expiration_date: See Exhibit 99.1; Note 10.

F7 · ownership.nature: See Exhibit 99.1; Note 7.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · derivative · entry 15

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 6,985,772 shares

Expires not disclosed

F10 · derivative.exercise_price: See Exhibit 99.1; Note 10.

F10 · price: See Exhibit 99.1; Note 10.

F10 · derivative.exercise_date: See Exhibit 99.1; Note 10.

F10 · derivative.expiration_date: See Exhibit 99.1; Note 10.

F6 · ownership.nature: See Exhibit 99.1; Note 6.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · derivative · entry 14

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 53,000,412 shares

Expires not disclosed

F10 · derivative.exercise_price: See Exhibit 99.1; Note 10.

F10 · price: See Exhibit 99.1; Note 10.

F10 · derivative.exercise_date: See Exhibit 99.1; Note 10.

F10 · derivative.expiration_date: See Exhibit 99.1; Note 10.

F5 · ownership.nature: See Exhibit 99.1; Note 5.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · derivative · entry 13

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 24,063,298 shares

Expires not disclosed

F10 · derivative.exercise_price: See Exhibit 99.1; Note 10.

F10 · price: See Exhibit 99.1; Note 10.

F10 · derivative.exercise_date: See Exhibit 99.1; Note 10.

F10 · derivative.expiration_date: See Exhibit 99.1; Note 10.

F4 · ownership.nature: See Exhibit 99.1; Note 4.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · derivative · entry 12

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 12,989,228 shares

Expires not disclosed

F10 · derivative.exercise_price: See Exhibit 99.1; Note 10.

F10 · price: See Exhibit 99.1; Note 10.

F10 · derivative.exercise_date: See Exhibit 99.1; Note 10.

F10 · derivative.expiration_date: See Exhibit 99.1; Note 10.

F3 · ownership.nature: See Exhibit 99.1; Note 3.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · derivative · entry 11

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 351,958 shares

Expires not disclosed

F10 · derivative.exercise_price: See Exhibit 99.1; Note 10.

F10 · price: See Exhibit 99.1; Note 10.

F10 · derivative.exercise_date: See Exhibit 99.1; Note 10.

F10 · derivative.expiration_date: See Exhibit 99.1; Note 10.

F2 · ownership.nature: See Exhibit 99.1; Note 2.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · derivative · entry 10

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 124,985,577 shares

Expires not disclosed

F10 · derivative.exercise_price: See Exhibit 99.1; Note 10.

F10 · price: See Exhibit 99.1; Note 10.

F10 · derivative.exercise_date: See Exhibit 99.1; Note 10.

F10 · derivative.expiration_date: See Exhibit 99.1; Note 10.

F1 · ownership.nature: See Exhibit 99.1; Note 1.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · nonDerivative · entry 9

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 2,577,297

F10 · price: See Exhibit 99.1; Note 10.

F9 · ownership.nature: See Exhibit 99.1; Note 9.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · nonDerivative · entry 8

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 28,573,419

F10 · price: See Exhibit 99.1; Note 10.

F8 · ownership.nature: See Exhibit 99.1; Note 8.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · nonDerivative · entry 7

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 70,114,877

F10 · price: See Exhibit 99.1; Note 10.

F7 · ownership.nature: See Exhibit 99.1; Note 7.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · nonDerivative · entry 6

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 6,985,772

F10 · price: See Exhibit 99.1; Note 10.

F6 · ownership.nature: See Exhibit 99.1; Note 6.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · nonDerivative · entry 5

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 53,000,412

F10 · price: See Exhibit 99.1; Note 10.

F5 · ownership.nature: See Exhibit 99.1; Note 5.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · nonDerivative · entry 4

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 24,063,298

F10 · price: See Exhibit 99.1; Note 10.

F4 · ownership.nature: See Exhibit 99.1; Note 4.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · nonDerivative · entry 3

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 12,989,228

F10 · price: See Exhibit 99.1; Note 10.

F3 · ownership.nature: See Exhibit 99.1; Note 3.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · nonDerivative · entry 2

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 351,958

F10 · price: See Exhibit 99.1; Note 10.

F2 · ownership.nature: See Exhibit 99.1; Note 2.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0001144204-18-047182 · tv501753_4.xml · nonDerivative · entry 1

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 124,985,577

F10 · price: See Exhibit 99.1; Note 10.

F1 · ownership.nature: See Exhibit 99.1; Note 1.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

SEC source: 0000950157-18-000888 · form4.xml · nonDerivative · entry 1

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

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP · CIK 0001504716 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

ORION US GP LLC · CIK 0001679041 · 10% owner

ORION US HOLDINGS 1 L.P. · CIK 0001679040 · 10% owner

Brookfield Infrastructure Fund III GP LLC · CIK 0001679131 · 10% owner

Brookfield BRP Holdings (Canada) Inc. · CIK 0001533231 · 10% owner

BBHC Orion Holdco L.P. · CIK 0001745194 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Owned by Orion US Holdings 1 L.P.

Disclosed balance after: 29,958,132

F4 · kind: On August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.

F4 · shares: On August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.

F4 · price: On August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.

F4 · balance_after: On August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.

F2 · ownership.direct: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.direct: The following Reporting Persons may be deemed to beneficially own the securities held by Orion US LP: Orion US GP, as general partner of Orion US LP; BIF, as indirect general partner of Orion US LP and Orion US GP; BAMPIC Canada, as investment advisor to BIF; BRPHC, as an entity controlled by Brookfield, its indirect general partner, and as indirect limited partner of Orion US LP; Brookfield, as ultimate parent of BIF and BAMPIC Canada and as indirect general partner of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

F1 · ownership.nature: This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P.; (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").

F2 · ownership.nature: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.nature: The following Reporting Persons may be deemed to beneficially own the securities held by Orion US LP: Orion US GP, as general partner of Orion US LP; BIF, as indirect general partner of Orion US LP and Orion US GP; BAMPIC Canada, as investment advisor to BIF; BRPHC, as an entity controlled by Brookfield, its indirect general partner, and as indirect limited partner of Orion US LP; Brookfield, as ultimate parent of BIF and BAMPIC Canada and as indirect general partner of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 20

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 45,890,612

Underlying: Common Stock · 45,890,612 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 19

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 2,577,297

Underlying: Common Stock · 2,577,297 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F9 · ownership.nature: See Exhibit 99.1; Note 9.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 18

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 28,573,419

Underlying: Common Stock · 28,573,419 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F8 · ownership.nature: See Exhibit 99.1; Note 8.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 17

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 70,114,877

Underlying: Common Stock · 70,114,877 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F7 · ownership.nature: See Exhibit 99.1; Note 7.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 16

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 6,985,772

Underlying: Common Stock · 6,985,772 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F6 · ownership.nature: See Exhibit 99.1; Note 6.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 15

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 53,000,412

Underlying: Common Stock · 53,000,412 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F5 · ownership.nature: See Exhibit 99.1; Note 5.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 14

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 24,063,298

Underlying: Common Stock · 24,063,298 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F4 · ownership.nature: See Exhibit 99.1; Note 4.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 13

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 12,989,228

Underlying: Common Stock · 12,989,228 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F3 · ownership.nature: See Exhibit 99.1; Note 3.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 12

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 351,958

Underlying: Common Stock · 351,958 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F2 · ownership.nature: See Exhibit 99.1; Note 2.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · derivative · entry 11

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 79,094,965

Underlying: Common Stock · 79,094,965 shares

Expires not disclosed

F11 · derivative.exercise_price: See Exhibit 99.1; Note 11.

F11 · price: See Exhibit 99.1; Note 11.

F11 · derivative.exercise_date: See Exhibit 99.1; Note 11.

F11 · derivative.expiration_date: See Exhibit 99.1; Note 11.

F1 · ownership.nature: See Exhibit 99.1; Note 1.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · nonDerivative · entry 10

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F10 · price: See Exhibit 99.1; Note 10.

F10 · ownership.nature: See Exhibit 99.1; Note 10.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · nonDerivative · entry 9

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F9 · price: See Exhibit 99.1; Note 9.

F9 · ownership.nature: See Exhibit 99.1; Note 9.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · nonDerivative · entry 8

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F8 · price: See Exhibit 99.1; Note 8.

F8 · ownership.nature: See Exhibit 99.1; Note 8.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · nonDerivative · entry 7

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F7 · price: See Exhibit 99.1; Note 7.

F7 · ownership.nature: See Exhibit 99.1; Note 7.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · nonDerivative · entry 6

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F6 · price: See Exhibit 99.1; Note 6.

F6 · ownership.nature: See Exhibit 99.1; Note 6.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · nonDerivative · entry 5

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F5 · price: See Exhibit 99.1; Note 5.

F5 · ownership.nature: See Exhibit 99.1; Note 5.

F11 · ownership.nature: See Exhibit 99.1; Note 11.

SEC source: 0001144204-18-041195 · tv499664_4.xml · nonDerivative · entry 4

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

Partners Ltd · CIK 0001540229 · Director · 10% owner · Director by deputization ***

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F4 · price: See Exhibit 99.1; Note 4.

F4 · ownership.nature: See Exhibit 99.1; Note 4.

F11 · ownership.nature: See Exhibit 99.1; Note 11.