Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Brookfield Property Partners L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
G16249107
(CUSIP Number)
Justin B. Beber
Brookfield Asset Management Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J 2T3
Tel: (416) 956-5182
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. G16249107 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
* This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020, (2) 432,649,105 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person and (3) 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc owned by the Reporting Person.
CUSIP No. G16249107 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
* This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020, (2) 432,649,105 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person and (3) 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc owned by the Reporting Person.
CUSIP No. G16249107 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
** Based on a total of 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020.
SCHEDULE 13D
CUSIP No. G16249107 |
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
* This amount includes 26,100,760 redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 26,100,760 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||
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1 |
Names of Reporting Persons | |
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2 |
Check the Appropriate Box if a Member of a Group | |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only | |
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4 |
Source of Funds | |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |
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6 |
Citizenship or Place of Organization | |
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Number of |
7 |
Sole Voting Power |
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8 |
Shared Voting Power | |
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9 |
Sole Dispositive Power | |
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10 |
Shared Dispositive Power | |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) |
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14 |
Type of Reporting Person |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 53,702,050 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
* This amount includes 1,906,781 redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 1,906,781 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 60,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 15,781,724 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 51,419,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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|
(a) |
o | ||
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|
(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
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|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 60,319,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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|
(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
| |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 50,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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|
14 |
Type of Reporting Person | |||
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 8,387,345 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person | |||
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 71,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
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|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person | |||
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 9,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
| |||||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
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14 |
Type of Reporting Person | |||
* Based on a total of 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person | |||
* Based on a total of 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person | |||
* Based on a total of 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020.
SCHEDULE 13D
CUSIP No. G16249107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person | |||
* This amount includes 25,032,269 redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 25,032,269 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
EXPLANATORY NOTE
This Amendment No. 10 to Schedule 13D (this Amendment No. 10) is being filed to report open market purchases by one of the Reporting Persons, Brookfield Property Group Holdings Sub LP (Sub LP), of Limited Partnership Units (the Units) of Brookfield Property Partners LP (BPY) as set forth in Item 5(c).
Information reported in the original Schedule 13D, as amended, remains in effect except to the extent that it is amended or superseded by information contained in this Amen dment No. 10. This Amendment No. 10 also reflects certain inter-company transactions among the Reporting Persons and the addition of Brookfield US Holdings Inc. (BUSHI) as a Reporting Person.
2. Identity and Background.
Item 2 of Schedule 13D is hereby amended and supplemented as follows:
Schedules I, II, III, IV, V, VI, VII, VIII, IX, X and XI hereto set forth a list of all the directors and executive officers, and their respective principal occupations, addresses, and citizenships, of Brookfield Asset Management Inc. (BAM), Partners Limited (Partners), PVI Management Inc., BUSHI, BPY GP Inc., BPG Holdings Group (US) Holdings Inc. (BPGHG(US)), BPG Holdings Group (US) GP Inc., BPY (2013) Corp. (BPY (2013)), Brookfield Global Property Advisor Limited (BG PAL), BPGH Sub Inc. (BPGH Sub) and Sub LP, respectively.
3. Source and Amendment of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby supplemented to include the information set forth in Item 4 below.
4. Purpose of the Transaction.
Item 4 of this Schedule 13D is hereby supplemented as follows:
In various open market purchases between January 27, 2020 and March 27, 2020, Sub LP acquired an aggregate of 5,375,851 Units for aggregate consideration of US$46,471,937.32. Details of these purchases is set forth in Item 5(c). The source of funds used by Sub LP to purchase these additional Units was working capital of Sub LP.
5. Interest in Securities of the Issuer.
Items 5(a)-(b) are hereby amended and restated in their entirety as follows:
(a)-(b) As of the date hereof, Partners Value Investments LP (PVI LP) may be deemed to be the beneficial owner of 3,613,446 Units and such Units represent 0.8% of the issued and outstanding Units. BAM may be deemed to be the beneficial owner of 87,099,738 Units and Partners may be deemed to be the beneficial owner of 90,136,053 Units (including the Units beneficially owned by BAM and PVI LP), and such Units constitute approximately 19.7% and 20.4%, respectively, of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 5,425,145 Units beneficially owned by BPGHG(US), 720,064 Units beneficially owned by BPY (2013), 75,000 Units beneficially owned by BG PAL, 44,218,276 Units beneficially owned by BUSHI, 22,713,516 Units beneficially owned by BPGH Sub and 13,947,737 Units owned by Sub LP.
BAM also holds, through Brookfield Property Group LLC, 3,036,315 shares of Brookfield Property REIT Inc. (BPYU) Class A Stock. Holders of BPYU Class A Stock have the right to exchange each share of BPYU Class A Stock for one Unit, or the cash equivalent of one Unit, at the election of BPY. The BPYU Class A Stock owned by Brookfield Property Group LLC represent approximately 0.6% of the Units assuming that all of the shares of BPYU Class A Stock held by Brookfield Property Group LLC were exchanged for Units in accordance with the terms of the BPYU certificate of incorporation.
In addition, BAM holds, through BPY I L.P., BPY II L.P., BPGHG(US), BPGH Sub, BPG Holdings I L.P., BPG Holdings II L.P., BPG Holdings III L.P., BPG Holdings IV L.P., BPG Holdings Alberta L.P., BPG Investment Holdings L.P., BPG Finance Investor L.P., BPGUSH L.P. (Ontario), BUSHI and Sub LP, an aggregate of 432,649,105 redemption-exchange units of Brookfield Property L.P. (Property LP). Such redemption-exchange units held indirectly by BAM represent 100% of the redemption-exchange units of Property LP and approximately 51.4% of the Units assuming that all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism.
Assuming that (i) all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism, and (ii) all of the shares of BPYU Class A Stock held by Brookfield Property Group LLC were exchanged for Units in accordance with the terms of the BPYU certificate of incorporation, as of the date hereof, BAM may be deemed to be the beneficial owner of 522,785,158 Units and Partners may be deemed to be the beneficial owner of 526,398,604 Units, and such Units would constitute approximately 59.5% and 60.0%, respectively, of the issued and outstanding Units.
PVI LP may be deemed to have the sole power to vote or direct the Units beneficially owned by it. The Units deemed to be beneficially owned by Partners include the Units deemed to be beneficially owned by BAM and PVI LP. Partners may be deemed to have shared power with BAM and PVI LP to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units.
(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:
Transaction Date |
|
Reporting Person |
|
Units Acquired |
|
Price Per Share (US)(1) |
|
Description of Transaction(3) | |||
March 20, 2020 |
|
Brookfield Property Group Holdings Sub LP |
|
998,937 |
|
$ |
|
9.0781 |
|
Open Market Purchase | |
March 23, 2020 |
|
Brookfield Property Group Holdings Sub LP |
|
1,000,000 |
|
$ |
|
7.8707 |
|
Open Market Purchase | |
March 24, 2020 |
|
Brookfield Property Group Holdings Sub LP |
|
999,900 |
|
$ |
|
8.0481 |
|
Open Market Purchase | |
March 25, 2020 |
|
Brookfield Property Group Holdings Sub LP |
|
800,000 |
|
$ |
|
8.4374 |
|
Open Market Purchase | |
March 26, 2020 |
|
Brookfield Property Group Holdings Sub LP |
|
800,000 |
|
$ |
|
9.6626 |
|
Open Market Purchase | |
March 27, 2020 |
|
Brookfield Property Group Holdings Sub LP |
|
777,014 |
|
$ |
|
8.9964 |
(2) |
Open Market Purchase | |
(1) Excluding commissions.
(2) Based on the average daily rate of exchange as reported by the Bank of Canada on March 27, 2020 of C$1.00 = US$1.4056.
(3) All transactions were effected in the open market on either the Nasdaq Global Market or the Toronto Stock Exchange.
7. Material to be filed as Exhibits.
Item 7 of this Schedule 13D is hereby amended to add the following exhibits:
Exhibit 11. Joint Filing Agreement, dated as of March 31, 2020
SIGNATURE
After reasonable inquiry and to the best of each undersigneds knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: March 31, 2020
|
BROOKFIELD ASSET MANAGEMENT INC. | |||
|
| |||
|
By: |
/s/ Jessica Diab | ||
|
|
Name: |
Jessica Diab | |
|
|
Title: |
Vice President | |
|
|
| ||
|
PARTNERS LIMITED | |||
|
|
| ||
|
By: |
/s/ Brian Lawson | ||
|
|
Name: |
Brian Lawson | |
|
|
Title: |
President | |
|
|
| ||
|
PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC. | |||
|
|
| ||
|
By: |
/s/ Leslie Yuen | ||
|
|
Name: |
Leslie Yuen | |
|
|
Title: |
Director of Finance | |
|
|
| ||
|
BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC. | |||
|
|
| ||
|
By: |
/s/ Christopher Wong | ||
|
|
Name: |
Christopher Wong | |
|
|
Title: |
Vice President | |
|
|
| ||
|
BPY I L.P., by its general partner, BPY GP INC. | |||
|
|
| ||
|
By: |
/s/ Christopher Wong | ||
|
|
Name: |
Christopher Wong | |
|
|
Title: |
Vice President | |
|
|
|
| |
|
BPG HOLDINGS GROUP (US) HOLDINGS INC. | |||
|
| |||
|
By: |
/s/ Christopher Wong | ||
|
|
Name: |
Christopher Wong | |
|
|
Title: |
Vice President | |
|
| |||
|
|
| ||
|
BPG HOLDINGS I L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | |||
|
| |||
|
By: |
/s/ Christopher Wong | ||
|
|
Name: |
Christopher Wong | |
|
|
Title: |
Vice President | |
|
BPG HOLDINGS II L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||
|
| ||
|
By: |
/s/ Christopher Wong | |
|
|
Name: |
Christopher Wong |
|
|
Title: |
Vice President |
|
|
| |
|
BPG HOLDINGS III L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||
|
| ||
|
By: |
/s/ Christopher Wong | |
|
|
Name: |
Christopher Wong |
|
|
Title: |
Vice President |
|
|
| |
|
BPG HOLDINGS IV L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||
|
| ||
|
By: |
/s/ Christopher Wong | |
|
|
Name: |
Christopher Wong |
|
|
Title: |
Vice President |
|
|
|
|
|
BPG HOLDINGS ALBERTA L.P., by its general partner, BPG | ||
|
| ||
|
By: |
/s/ Christopher Wong | |
|
|
Name: |
Christopher Wong |
|
|
Title: |
Vice President |
|
| ||
|
BPG INVESTMENT HOLDINGS L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||
|
|
| |
|
By: |
/s/ Christopher Wong | |
|
|
Name: |
Christopher Wong |
|
|
Title: |
Vice President |
|
|
|
|
|
BPG FINANCE INVESTOR L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||
|
|
| |
|
By: |
/s/ Christopher Wong | |
|
|
Name: |
Christopher Wong |
|
|
Title: |
Vice President |
|
|
| |
|
BPGUSH L.P. (ONTARIO), by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||
|
|
| |
|
By: |
/s/ Christopher Wong | |
|
|
Name: |
Christopher Wong |
|
|
Title: |
Vice President |
|
BPY (2013) CORP. | |||
|
|
| ||
|
By: |
/s/ Christopher Wong | ||
|
|
Name: |
Christopher Wong | |
|
|
Title: |
Vice President | |
|
|
| ||
|
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED < /td> | |||
|
|
| ||
|
By: |
/s/ Philippa Elder | ||
|
|
Name: |
Philippa Elder | |
|
|
Title: |
Director and Secretary | |
|
|
|
| |
|
BPGH SUB INC. | |||
|
|
| ||
|
By: |
/s/ Christopher Wong | ||
|
|
Name: |
Christopher Wong | |
|
|
Title: |
Vice President | |
|
|
|
| |
|
BROOKFIELD US HOLDINGS INC. | |||
|
| |||
|
By: |
/s/ Katayoon Sarpash | ||
|
|
Name: |
Katayoon Sarpash | |
|
|
Title: |
Vice President and Secretary | |
SCHEDULE I
BROOKFIELD ASSET MANAGEMENT INC.
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
M. Elyse Allan, Director |
|
181 Bay Street, Suite 300 |
|
Corporate Director |
|
U.S.A. and Canada |
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer |
|
181 Bay Street, Suite 300 |
|
Managing Partner, Head of Corporate Strategy and Chief Legal Officer of BAM |
|
Canada |
Jeffrey M. Blidner, Vice Chairman and Director |
|
181 Bay Street, Suite 300 |
|
Vice Chairman of BAM |
|
Canada |
Angela F. Braly, Director |
|
The Braly Group LLC |
|
President & Founder, The Braly Group, LLC |
|
U.S.A. |
Jack L. Cockwell, Director |
|
c/o 51 Yonge Street, Suite 400, Toronto, Ontario |
|
Chairman of Brookfield Partners Foundation |
|
Canada |
Marcel R. Coutu, Director |
|
c/o Suite 1210, 225 6th Ave. S.W., Calgary, Alberta |
|
Corporate Director |
|
Canada |
Maureen Kempston Drakes, Director |
|
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada |
|
Corporate Director of BAM and former President, Latin America, Africa and Middle East of General Motors Corporation |
|
Canada |
Murilo Ferreira, Director |
|
Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro, RJ 22441-090 |
|
Former CEO of Vale SA |
|
Brazil |
J. Bruce Flatt, Director and Chief Executive Officer |
|
One Canada Square, Level 25, Canary Wharf, London, E14 5AA, United Kingdom |
|
Chief Executive Officer of BAM |
|
Canada |
Nicholas H. Goodman, Chief Financial Officer |
|
c/o 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada |
|
Chief Financial Officer of BAM |
|
United Kingdom |
Brian W. Kingston, Senior Managi ng Partner, Chief Executive Officer Real Estate |
|
250 Vesey Street, 15th Floor, New York, NY 10281- 1023 U.S.A. |
|
Managing Partner, Chief Executive Officer Real Estate |
|
Canada |
Brian D. Lawson, Vice Chair |
|
181 Bay Street, Suite 300 |
|
Vice Chairman of BAM |
|
Canada |
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity |
|
181 Bay Street, Suite 300 |
|
Managing Partner, Chief Executive Officer Private Equity |
|
Canada |
Howard S. Marks, Director |
|
333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. |
|
Deputy Chairman, Oaktree Capital Management Inc. |
|
U.S.A. |
Frank J. McKenna, Director |
|
TDCT Tower 161 Bay Street, 35th Floor, Toronto, Ontario M5J 2T2, Canada |
|
Chair of BAM and Deputy Chair of TD Bank Group, Wholesale |
|
Canada |
Rafael Miranda, Director |
|
C/Santiago de Compostela 100 |
|
Corporate Director |
|
Spain |
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments |
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
|
Managing Partner, Chief Executive Officer Alternative Investments |
|
Canada |
Lord Augustine Thomas ODonnell, Director |
|
Frontier Economics Limited |
|
Chairman, Frontier Economics Limited |
|
United Kingdom |
Lori Pearson, Managing Partner and Chief Operating Officer |
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
|
Managing Partner and Chief Operating Officer |
|
Canada |
Timothy R. Price, Director |
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
|
Corporate Director |
|
Canada |
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure |
|
181 Bay Street, Suite 300 |
|
Managing Partner, Chief Executive Officer Infrastructure |
|
Canada |
Ngee Huat Seek, Director |
|
501 Orchard Road, #08 01 Wheelock Place, Singapore 238880 |
|
Chairman, Global Logistic Properties |
|
Singapore |
Sachin Shah, Managing Partner, Chief Executive Officer Renewable Power |
|
181 Bay Street, Suite 300 |
|
Managing Partner, Chief Executive Officer Renewable Power |
|
Canada |
Diana L. Taylor, Director |
|
c/o Bloomberg Philanthropies |
|
Corporate Director |
|
U.S.A. and Canada |
SCHEDULE II
PARTNERS LIMITED
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
Lisa Chu, Treasurer |
|
181 Bay Street, Suite 300 |
|
Senior Vice President Finance, BAM |
|
|
Jack. L. Cockwell, Director and Chairman |
|
c/o 51 Yonge Street, Suite 400, Toronto, Ontario |
|
Corporate Director |
|
Canada |
Loretta Corso, Secretary |
|
181 Bay Street, Suite 300 |
|
Administrator and Corporate Secretary |
|
Canada |
Brian W. Kingston, Director |
|
250 Vesey Street, 15th Floor |
|
Managing Partner, Chief Executive Officer Real Estate |
|
Canada |
Brian D. Lawson, Director and President |
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
|
Vice Chairman of BAM |
|
Canada |
Cyrus Madon, Director |
|
181 Bay Street, Suite 300 |
|
Managing Partner, Chief Executive Officer Private Equity |
|
Canada |
Samuel J.B. Pollock, Director |
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
|
Managing Partner, Chief Executive Officer Infrastructure |
|
Canada |
Timothy R. Price, Director |
|
51 Yonge Street. Suite 400 |
|
Corporate Director |
|
Canada |
Sachin Shah, Director |
|
181 Bay Street, Suite 300 |
|
Managing Partner, Chief Executive Officer Renewable Power |
|
Canada |
Tim Wang, Assistant Secretary (for banking purposes) |
|
181 Bay Street, Suite 300 |
|
Manager, Capital Markets and Treasury, BAM |
|
Canada |
SCHEDULE III
PVI MANAGEMENT INC., as General Partner of
PARTNERS VALUE INVESTMENTS LP
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
Loretta Corso, Secretary |
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
|
Corporate Secretarial Administrator of Brookfield |
|
Canada |
James L.R. Kelly, Director |
|
Hwy. #26 West at 7th Line |
|
President, Earth Power Tractors and Equipment Inc. |
|
Canada |
Edward C. Kress, Director |
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1 |
|
Corporate Director |
|
Canada |
Brian D. Lawson, Director, President and Chief Executive Officer |
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
|
Vice Chair of BAM |
|
Canada |
Frank N.C. Lochan, Chairman and Director |
|
15 Ennisclare Dr. E., Oakville, Ontario L6J 4N3 |
|
Corporate Director |
|
Canada |
Bryan Sinclair, Senior Associate |
|
333 Bay Street, Suite 1610, Toronto, Ontario, M5H 2R2, |
|
Vice President, Trisura Group Ltd. |
|
Canada |
Leslie Yuen, Director of Finance |
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
|
Vice President of BAM |
|
Canada |
Ralph J. Zarboni, Director |
|
Rossiter Ventures Corporation |
|
Chairman and Chief Executive Officer of EM Group Inc. and EM Plastic & Electric Products Limited |
|
Canada |
SCHEDULE IV
BROOKFIELD US HOLDINGS INC.
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
Thomas Corbett, Director and President |
|
Brookfield Place |
|
Managing Director, Finance, BAM |
|
Canada |
Karly Dyck, Director and Vice President |
|
Brookfield Place |
|
Senior Vice President, BAM |
|
Canada |
Aleks Novakovic, Director and Vice President |
|
Brookfield Place |
|
Managing Partner, Tax, BAM |
|
Canada |
Katayoon Sarpash, Director, Vice President and Secretary |
|
Brookfield Place |
|
Senior Vice President, BAM |
|
Canada |
Cam Ha, Vice President |
|
Brookfield Place |
|
Vice President, Tax, BAM |
|
Canada |
Aaron Kline, Vice President |
|
Brookfield Place |
|
Managing Partner, Tax, BAM |
|
Canada |
SCHEDULE V
BPY GP INC., as General Partner of
BPY I L.P.
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
Ashley Lawrence, Director and President |
|
Brookfield Place |
|
Managing Director, Regional Head of Canada |
|
Canada |
Christopher Wong, Director and Vice President |
|
Brookfield Place |
|
Vice President, Finance |
|
Canada |
Brett Fox, Director and Secretary |
|
Brookfield Place |
|
Managing Partner |
|
U.S.A. |
SCHEDULE VI
BPG HOLDINGS GROUP (US) HOLDINGS INC.
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
Ashley Lawrence, Director and President |
|
Brookfield Place |
|
Managing Director, Regional Head of Canada |
|
Canada |
Christopher Wong, Director and Vice President |
|
Brookfield Place |
|
Vice President, Finance |
|
Canada |
Brett Fox, Director and Secretary |
|
Brookfield Place |
|
Managing Partner |
|
U.S.A. |
SCHEDULE VII
BPG HOLDINGS GROUP (US) GP INC., as General Partner of
each of the BPG Holdings LPs
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
Ashley Lawrence, Director and President |
|
Brookfield Place |
|
Managing Director, Regional Head of Canada |
|
Canada |
Christopher Wong, Director and Vice President |
|
Brookfield Place |
|
Vice President, Finance |
|
Canada |
Brett Fox, Director and Secretary |
|
Brookfield Place |
|
Managing Partner |
|
U.S.A. |
SCHEDULE VIII
BPY (2013) CORP.
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
Ashley Lawrence, Director and President |
|
Brookfield Place |
|
Managing Director, Regional Head of Canada |
|
Canada |
Christopher Wong, Director and Vice President |
|
Brookfield Place |
|
Vice President, Finance |
|
Canada |
Brett Fox, Director and Secretary |
|
Brookfield Place |
|
Managing Partner |
|
U.S.A. |
SCHEDULE IX
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
J. Bruce Flatt, Director, President and Chief Executive Officer |
|
181 Bay Street, Suite 300 |
|
Senior Managing Partner and Chief Executive Officer of BAM |
|
Canada |
Philippa Elder, Director |
|
99 Bishopsgate, Second Floor |
|
Senior Vice President, BAM |
|
United Kingdom |
Ralf Niklas Rank, Director and Chief Investment Officer |
|
99 Bishopsgate, Second Floor |
|
Chief Investment Officer |
|
Canada and Germany |
Connor David Teskey, Director |
|
99 Bishopsgate, Second Floor |
|
Managing Partner, BAM |
|
Canada |
Brian W. Kingston, Vice President |
|
250 Vesey Street, 15th Floor, New York, NY 10281- 1023 U.S.A. |
|
Managing Partner, BAM |
|
Canada |
SCHEDULE X
BPGH SUB INC.
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
Ashley Lawrence, Director and President |
|
Brookfield Place |
|
Managing Director, Regional Head of Canada |
|
Canada |
Christopher Wong, Director and Vice President |
|
Brookfield Place |
|
Vice President, Finance |
|
Canada |
Brett Fox, Director and Secretary |
|
Brookfield Place |
|
Managing Partner |
|
U.S.A. |
SCHEDULE XI
BPG HOLDINGS GROUP (US) GP INC, as General Partner of
BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP.
Name and Position of |
|
Principal Business |
|
Principal Occupation or |
|
Citizenship |
Ashley Lawrence, Director and President |
|
Brookfield Place |
|
Managing Director, Regional Head of Canada |
|
Canada |
Christopher Wong, Director and Vice President |
|
Brookfield Place |
|
Vice President, Finance |
|
Canada |
Brett Fox, Director and Secretary |
|
Brookfield Place |
|
Managing Partner |
|
U.S.A. |