UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~February 910, ~~2022~~2023

~~Brookfield~~BROOKFIELD DTLA ~~Fund~~FUND ~~Office~~OFFICE ~~Trust~~TRUST ~~Investor~~INVESTOR ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Maryland	001-36135	04-2616226
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification ~~No.~~Number)

250 Vesey Street, 15th Floor, New York, NY	10281
(Address of principal executive offices)	(Zip Code)

250 Vesey Street, 15th Floor, New York, New York 10281

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) ~~code:~~ (~~212)~~Zip ~~417-7000~~Code)

~~Check~~(Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including area ~~below if the Form 8-K filing~~code) is ~~intended~~(212) ~~to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~417-7000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~whether 12the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (b§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act: of 1934 (§240.12b-2 of this chapter).

Title of each class	Trading symbol(s)	Name of each exchange on which registered
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	DTLA-P	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 52.0704 ~~Submission~~Triggering ofEvents ~~Matters~~That toAccelerate or Increase a ~~Vote~~Direct ofFinancial ~~Security~~Obligation ~~Holders~~or an Obligation under an Off-Balance Sheet Arrangement.

OnSubsidiaries ~~November~~of ~~8, 2022,~~ Brookfield DTLA Fund Office Trust Investor Inc. (the “Company”) have ~~held~~secured ~~the~~loans ~~2022~~of ~~annual~~$465.0 ~~meeting~~million ofon ~~its~~Gas ~~stockholders~~Company ~~(the~~Tower, ~~“Annual~~comprised of ~~Meeting”)~~a $350. At0 ~~the~~million ~~Annual~~mortgage ~~Meeting~~loan, ~~holders~~a of$65.0 ~~the~~million ~~Company’s~~mezzanine ~~common~~loan ~~stock,~~and ~~par~~a ~~value~~ $050.010 ~~per~~million ~~share~~junior mezzanine loan (collectively, the “~~Common~~Gas Company ~~Stock~~Tower Loans”),. ~~(1)~~There ~~elected each~~is of$465.0 ~~the~~million ~~five~~currently ~~(5)~~outstanding ~~Company~~under ~~nominees~~the toGas ~~serve~~Company ~~until~~Tower ~~the~~Loans. ~~2023~~The ~~Annual~~initial ~~Meeting~~maturity date of ~~its~~the ~~stockholders~~Gas ~~and~~Company ~~until~~Tower ~~their~~Loans ~~successors~~was ~~are~~February ~~duly~~9, ~~elected and~~2023, ~~qualified~~with ~~and~~three ~~(2)~~one-year ~~ratified~~extension ~~the~~options. ~~selection~~The ofCompany ~~Deloitte~~did &not ~~Touche~~exercise ~~LLP~~the asoption to extend the ~~Company’s~~maturity ~~independent~~of ~~registered~~the ~~public~~loans ~~accounting firm~~and ~~for~~therefore, on February 9, 2023, the ~~fiscal~~Gas ~~year~~Company ~~ending~~Tower ~~December~~Loans 31matured, ~~2022.~~and ~~Each~~an Event of ~~the~~Default ~~items~~(as defined ~~considered~~in at the ~~Annual~~underlying ~~Meeting~~loan isagreements) ~~described~~has inoccurred ~~further~~and ~~detail~~is ~~in the~~continuing. ~~Company’s~~The ~~Information~~lenders ~~Statement~~may ~~filed~~exercise ~~with~~their ~~the~~remedies ~~U.S.~~under ~~Securities~~the ~~and~~loans, ~~Exchange~~including foreclosing ~~Commission~~ on ~~September~~Gas ~~23,~~Company ~~2022~~Tower. ~~The~~As ~~results~~ of the ~~voting~~date onof ~~each~~this ~~matter~~filing, asthe ~~certified~~lenders byhave ~~the~~not ~~Inspector~~exercised ofany ~~Election~~ of ~~the~~their ~~Annual~~remedies ~~Meeting,~~under ~~are~~the ~~set~~Gas ~~forth~~Company Tower ~~below.~~Loans

~~Proposal~~Other 1Subsidiaries of the Company have secured loans of $318.6 ~~Votes~~million ~~regarding~~on 777 Tower, comprised of a $268.6 million mortgage loan and a $50.0 million mezzanine loan (collectively, the ~~election~~“777 Tower Loans”). There is $288.9 million currently outstanding under the 777 Tower Loans. The Company did not obtain an Interest Rate Protection Agreement (as defined in the underlying loan agreements) which constitutes an Event of Default (as defined in the ~~persons~~underlying ~~named~~loan ~~below~~agreements). Wells Fargo Bank, National Association, as ~~directors~~Administrative toAgent ~~serve~~for ~~until~~the lenders under the ~~2023~~mortgage ~~annual~~loan, ~~meeting~~has notified the relevant subsidiary of ~~stockholders~~the Company that defaults and ~~until~~potential defaults have occurred under the loan and that the lenders have the right to exercise their ~~respective~~remedies ~~successors~~under ~~are~~the 777 Tower Loans, including, without limitation, declaring the ~~duly~~debt ~~elected~~to be immediately due and ~~qualified~~payable ~~were~~and foreclosing on 777 Tower. As a result of the default under the mortgage loan, an Event of Default (as ~~follows:~~defined in the underlying loan agreements) has occurred and is continuing under the mezzanine loan. As of the date of this filing, the lenders have not exercised any of their remedies under the 777 Tower Loans.

Nominee	For		Against		Abstaining		Broker Non- Votes
G. Mark Brown		1,000		0		0		0
Michelle L. Campbell		1,000		0		0		0
Murray Goldfarb		1,000		0		0		0
Ian Parker		1,000		0		0		0
Robert L. Stelzl		1,000		0		0		0

For further information see the sections titled “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and “RISK FACTORS” in the Company’s Form 10-Q for the quarter ended September 30, 2022.

Based on the votes set forth above, each of the foregoing persons was duly elected to serve as director until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified.SIGNATURE

~~Proposal~~Pursuant 2.to ~~Votes regarding~~ the ~~ratification~~ requirements of the ~~selection~~Securities Exchange Act of ~~Deloitte~~1934, &the ~~Touche~~registrant ~~LLP~~has asduly ~~the~~caused ~~Company’s~~this ~~independent~~report ~~registered~~to ~~public~~be ~~accounting~~signed ~~firm~~on ~~for~~its ~~the~~behalf ~~year~~by ~~ending December~~the ~~31,~~undersigned ~~2022~~hereunto ~~were~~duly ~~as follows:~~authorized.

For		Against		Abstaining
	BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.
1,000		0		0
Dated: February 10, 2023	By:	/s/ Michelle L. Campbell
		Name:	Michelle L. Campbell
		Title:	Senior Vice President, Secretary

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was duly ratified by the Company’s stockholders.

No other business was brought before the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.
Date: November 8, 2022	By:	/s/ Michelle L. Campbell
	Name:	Michelle L. Campbell
	Title:	Senior Vice President & Secretary

Filing Compare · Brookfield DTLA Fund Office Trust Investor Inc.