Large owner Brookfield Corp /On/ disposed of 25,766,840 units of Class I Common Stock, disposed of 2,173,520 units of Class E Common Stock and acquired 660,286 units of Class C Common Stock (SEC Form 4)

11/13/24 9:54:51 PM ET

$BN

Building operators

Real Estate

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROOKFIELD REAL ESTATE INCOME TRUST INC. [ NA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class I Common Stock	11/08/2024		J		25,123,346.212⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	18,049⁽¹⁾⁽²⁾	I	BUSI II-C L.P.⁽⁵⁾⁽⁷⁾
Class E Common Stock	11/08/2024		J		2,173,519.737⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	451,765⁽¹⁾⁽²⁾	I	BUSI II-C L.P.⁽⁵⁾⁽⁷⁾
Class I Common Stock	11/08/2024		J		643,494⁽³⁾	D	⁽³⁾	0⁽³⁾	I	BPG Manager Holdings L.P.⁽⁴⁾⁽⁶⁾⁽⁷⁾
Class C Common Stock	11/08/2024		J		660,286⁽³⁾	A	⁽³⁾	660,286⁽³⁾	I	BPG Manager Holdings L.P.⁽⁴⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Holdings Canada Inc.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Corporate Treasury Ltd.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Oaktree Holdings, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OCG NTR Holdings, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BUSI II GP-C LLC

(Last)

(First)

(Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BUSI II-C L.P.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BPG Manager Holdings GP ULC

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BPG Manager Holdings L.P.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On November 8, 2024, the Issuer entered into that certain Repurchase and Distribution Agreement (the "Repurchase and Distribution Agreement") by and among the Issuer, BUSI II-C L.P. ("BUSI II-C"), Brookfield REIT OP GP LLC and Brookfield REIT Operating Partnership L.P. (the "Operating Partnership"). Pursuant to the Repurchase and Distribution Agreement, (i) BUSI II-C submitted a repurchase request to the Issuer with respect to (a) 25,123,346.212 of its Class I shares of common stock of the Issuer ("Class I Shares"), having a net asset value ("NAV") per share of $11.081 and (b) 2,173,519.737 of its Class E shares of common stock of the Issuer ("Class E Shares"),

2. (Continued from footnote 1) having a NAV per share of $11.068, and (ii) the Issuer, through the Operating Partnership, authorized a distribution in kind to BUSI II-C consisting of: (x) 25,123,346.212 Class I units of the Operating Partnership ("OP Units"), having a NAV per unit of $11.081 and (y) 2,173,519.737 Class E OP Units, having a NAV per unit of $11.068.

3. On November 8, 2024, BPG Manager Holdings L.P. ("BPG LP") exchanged all of its 643,494 Class I Shares (including 3,454 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP) having a NAV of $11.081 per share, resulting in total NAV of $7,130,492.66, for 660,286 Class C shares of common stock of the Issuer ("Class C Shares") having a NAV of $10.799 per share, having a total NAV of $7,130,492.66.

4. Includes shares of the Issuer's common stock that will be issued on or about November 20, 2024 pursuant to the Issuer's dividend reinvestment plan.

5. These shares are held directly by BUSI II-C and indirectly by Brookfield Corporation ("BCORP"), Brookfield Holdings Canada Inc. ("BHC"), Brookfield Corporate Treasury Ltd. ("BCT"), Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), Brookfield Oaktree Holdings, LLC ("OCG LLC"), OCG NTR Holdings, LLC ("OCG NTR") and BUSI II GP-C LLC ("BUSI II GP-C"). BCORP is a holder of common shares of BHC. BHC is the sole shareholder of BCT, which is a holder of Class A units OCG LLC. OCGH GP is the indirect owner of the class B units of OCG LLC. OCG LLC is the sole common shareholder of OCG NTR, which is the managing member of BUSI II GP-C and a limited partner of BUSI II-C. BUSI II GP-C is the general partner of BUSI II-C.

6. These shares are held directly by BPG LP and indirectly by BCORP, Brookfield Asset Management Ltd. ("BAM"), Brookfield Asset Management ULC ("BAM ULC") and BPG Manager Holdings GP ULC ("BPG GP"). BCORP and BAM each hold common shares of BAM ULC, which is the sole member of BPG GP, the general partner of BPG LP.

7. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. As of close of business on November 8, 2024, the Reporting Persons are no longer a beneficial owner of more than 10% of the Issuer's securities and as such, this filing represents an exit filing for the Reporting Persons. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 4.

	BROOKFIELD CORPORATION, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory	11/13/2024
	BROOKFIELD HOLDINGS CANADA INC., By: /s/ Swati Mandava, Name: Swati Mandava, Title: Director	11/13/2024
	BROOKFIELD CORPORATE TREASURY LTD., By: /s/ Swati Mandava, Name: Swati Mandava, Title: Director	11/13/2024
	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC, By: /s/ Richard Ting, Name: Richard Ting, Title: Managing Director and General Counsel	11/13/2024
	BROOKFIELD OAKTREE HOLDINGS, LLC, By: /s/ Nicholas Goodman, Name: Nicholas Goodman, Title: Chief Executive Officer	11/13/2024
	OCG NTR HOLDINGS, LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Director	11/13/2024
	BUSI II GP-C LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Secretary	11/13/2024
	BUSI II-C L.P., by its general partner, BUSI II GP-C LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Secretary	11/13/2024
	BPG MANAGER HOLDINGS GP ULC, By: /s/ Valerie Tso, Name: Valerie Tso, Title: President	11/13/2024
	BPG MANAGER HOLDINGS L.P., by its general partner, BPG Manager Holdings GP ULC, By: /s/ Valerie Tso, Name: Valerie Tso, Title: President	11/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Recent Analyst Ratings for

$BN

Date	Price Target	Rating	Analyst
9/2/2025	$78.00	Buy	Goldman
7/29/2025	$82.00	Outperform	National Bank Financial
6/18/2025	$81.00	Top Pick	RBC Capital Mkts
8/11/2023		Buy → Hold	Canaccord Genuity
5/12/2023		Outperform → Mkt Perform	Keefe Bruyette
3/20/2023	$41.00	Neutral → Outperform	Credit Suisse
2/6/2023	$42.00 → $41.00	Outperform → Neutral	Credit Suisse

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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Class I Common Stock

11/08/2024

25,123,346.212⁽¹⁾⁽²⁾

⁽¹⁾⁽²⁾

18,049⁽¹⁾⁽²⁾

BUSI II-C L.P.⁽⁵⁾⁽⁷⁾

Class E Common Stock

11/08/2024

2,173,519.737⁽¹⁾⁽²⁾

⁽¹⁾⁽²⁾

451,765⁽¹⁾⁽²⁾

BUSI II-C L.P.⁽⁵⁾⁽⁷⁾

Class I Common Stock

11/08/2024

643,494⁽³⁾

⁽³⁾

0⁽³⁾

BPG Manager Holdings L.P.⁽⁴⁾⁽⁶⁾⁽⁷⁾

Class C Common Stock

11/08/2024

660,286⁽³⁾

⁽³⁾

660,286⁽³⁾

BPG Manager Holdings L.P.⁽⁴⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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$BN

Date	Price Target	Rating	Analyst
9/2/2025	$78.00	Buy	Goldman
7/29/2025	$82.00	Outperform	National Bank Financial
6/18/2025	$81.00	Top Pick	RBC Capital Mkts
8/11/2023		Buy → Hold	Canaccord Genuity
5/12/2023		Outperform → Mkt Perform	Keefe Bruyette
3/20/2023	$41.00	Neutral → Outperform	Credit Suisse
2/6/2023	$42.00 → $41.00	Outperform → Neutral	Credit Suisse

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Large owner Brookfield Corp /On/ disposed of 25,766,840 units of Class I Common Stock, disposed of 2,173,520 units of Class E Common Stock and acquired 660,286 units of Class C Common Stock (SEC Form 4)

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