SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BROOKFIELD Corp /ON/ (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 100 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/30/2023	3. Issuer Name and Ticker or Trading Symbol BROOKFIELD REAL ESTATE INCOME TRUST INC. [ N/A ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class I Common Stock	23,171,311(1)	I	Held by BUSI II-C L.P.(6)(10)
Class E Common Stock	2,379,448(2)	I	Held by BUSI II-C L.P.(6)(10)
Class E Common Stock	60,486(3)	I	Held by BIM Capital LLC(7)(10)
Class E Common Stock	13,503(4)	I	Held by Brookfield Public Securities Group LLC(8)(10)
Class I Common Stock	194,283(5)	I	Held by Brookfield REIT Adviser LLC(9)(10)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BROOKFIELD Corp /ON/ (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 100 (Street) TORONTO A6 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 A6 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 A6 (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) 250 VESEY STREET, 15TH FLOOR (Street) NEW YORK NY 10281 (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. Includes 107,748 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan.

2. Includes 13,541 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan.

3. Includes 344 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan.

4. Includes 77 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan.

5. Includes 2,208 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan.

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

7. These shares are held directly by BIM Capital LLC ("BIM") and indirectly by BCORP, Brookfield Asset Management Ltd. ("BAM"), Brookfield Asset Management ULC ("BAM-ULC"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield US Inc. ("BUSI") and Brookfield Public Securities Group Holdings LLC ("PSG Holdings"). BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of PSG Holdings, which is the managing member of BIM.

8. These shares are held directly by Brookfield Public Securities Group LLC ("PSG") and indirectly by BCORP, BAM, BAM-ULC, BUSHI, BUSI and PSG Holdings. BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of PSG Holdings, which is the managing member of PSG.

9. These shares are held directly by the Brookfield REIT Adviser LLC (the "Adviser") and indirectly by BCORP, BAM, BAM-ULC, BUSHI, BUSI, Brookfield Property Master Holdings LLC ("BPM Holdings") and Brookfield Property Group LLC ("BPG"). BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of BPM Holdings. BPM Holdings is the sole member of BPG, which is the managing member of the Adviser.

10. 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:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

	BROOKFIELD CORPORATION, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory	07/10/2023
	BROOKFIELD HOLDINGS CANADA INC., By: /s/ Swati Mandava, Name: Swati Mandava, Title: Director	07/10/2023
	BROOKFIELD CORPORATE TREASURY LTD., By: /s/ Swati Mandava, Name: Swati Mandava, Title: Director	07/10/2023
	BUSI II GP-C LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Secretary	07/10/2023
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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