Sec Form 13D Filing - BROOKFIELD Corp filing for BROOKFIELD PPTY PFD LP UNIT LT (BPYPM) - 2021-06-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 17)

 

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)

 

June 7, 2021

(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. ¨

 

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 person’s 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

1		Names of Reporting Persons   BROOKFIELD ASSET MANAGEMENT INC.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   591,064,140*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   591,064,140*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   591,064,140*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   66.2%**
14		Type of Reporting Person   CO

 

* This amount includes 451,365,017 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 451,365,017 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BAM PARTNERS TRUST
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   591,064,140*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   591,064,140*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   591,064,140*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   66.2%**
14		Type of Reporting Person   00

 

* This amount includes 451,365,017 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 451,365,017 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   40,048,497*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   40,048,497*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   40,048,497*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   8.6%**
14		Type of Reporting Person   CO

 

* This amount includes 26,100,760 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 26,100,760 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPY I L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   MANITOBA
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   53,702,050*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   53,702,050*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   53,702,050*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   10.9%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 53,702,050 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPG HOLDINGS GROUP (US) HOLDINGS INC.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   7,331,926*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   7,331,926*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   7,331,926*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   1.7%**
14		Type of Reporting Person   CO

 

* This amount includes 1,906,781 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 1,906,781 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPG HOLDINGS I L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   60,000,000*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   60,000,000*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   60,000,000*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   12.0%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 60,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPG HOLDINGS II L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   15,781,724*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   15,781,724*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   15,781,724*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   3.5%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 15,781,724 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPG HOLDINGS III L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   51,419,088*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   51,419,088*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   51,419,088*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   10.4%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 51,419,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPG HOLDINGS IV L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   60,319,088*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   60,319,088*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   60,319,088*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   12.0%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 60,319,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPGH NEW HLP HOLDINGS LP
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   18,715,912*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   18,715,912*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   18,715,912*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   4.1%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 18,715,912 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPG HOLDINGS ALBERTA L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   50,000,000*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   50,000,000*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   50,000,000*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   10.2%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 50,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPG INVESTMENT HOLDINGS L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   8,387,345*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   8,387,345*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   8,387,345*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   1.9%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 8,387,345 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPG FINANCE INVESTOR L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   71,000,000*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   71,000,000*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   71,000,000*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   13.9%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 71,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPGUSH L.P. (ONTARIO)
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   9,000,000*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   9,000,000*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   9,000,000*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   2.0%**
14		Type of Reporting Person   PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 9,000,000 redemption-exchange un its of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPY (2013) CORP.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   720,064
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   720,064
11		Aggregate Amount Beneficially Owned by Each Reporting Person   720,064
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   0.2%*
14		Type of Reporting Person   CO

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

CUSIP No. G16249107

1		Names of Reporting Persons   BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED
2		Check the Appropriate Box if a Member of a Group   (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or Place of Organization   ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   75,000
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   75,000
11		Aggregate Amount Beneficially Owned by Each Reporting Person   75,000
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13		Percent of Class Represented by Amount in Row (11)   0.02%*
14		Type of Reporting Person   PN

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

CUSIP No. G16249107

1		Names of Reporting Persons   BPGH SUB INC.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   22,713,516
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   22,713,516
11		Aggregate Amount Beneficially Owned by Each Reporting Person   22,713,516
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   5.2%*
14		Type of Reporting Person   CO

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

CUSIP No. G16249107

1		Names of Reporting Persons   BROOKFIELD US HOLDINGS INC.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   69,250,545*
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   69,250,545*
11		Aggregate Amount Beneficially Owned by Each Reporting Person   69,250,545*
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   14.9%*
14		Type of Reporting Person   CO

 

* This amount includes 25,032,269 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 25,032,269 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107

1		Names of Reporting Persons   BPGUSH NEW SUBCO LP
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   WC
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or Place of Organization   ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sol e Voting Power   0
				8		Shared Voting Power   28,762,898
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   28,762,898
11		Aggregate Amount Beneficially Owned by Each Reporting Person   28,762,898
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   6.5%*
14		Type of Reporting Person   PN

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

CUSIP No. G16249107

1		Names of Reporting Persons   BROOKFIELD REAL ESTATE PARTNERS (A) SIB L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   9,519,641
				9		Sole Dispositive Power< /p>   0
				10		Shared Dispositive Power   9,519,641
11		Aggregate Amount Beneficially Owned by Each Reporting Person   9,519,641
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   2.2%*
14		Type of Reporting Person   PN

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

CUSIP No. G16249107

1		Names of Reporting Persons   BROOKFIELD REAL ESTATE PARTNERS (Q) SIB L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   N/A
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   3,443,046
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   3,443,046
11		Aggregate Amount Beneficially Owned by Each Reporting Person   3,443,046
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   0.8%*
14		Type of Reporting Person   PN

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

CUSIP No. G16249107

1		Names of Reporting Persons   BROOKFIELD REAL ESTATE PARTNERS (K) SIB HOLDINGS L.P.
2		Check the Appropriate Box if a Member of a Group   (a) ¨ (b) x
3		SEC Use Only
4		Source of Funds   WC
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   7,837,440
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   7,837,440
11		Aggregate Amount Beneficially Owned by Each Reporting Person   7,837,440
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   1.8%*
14		Type of Reporting Person   PN

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

 

EXPLANATORY NOTE

 

This Amendment No. 17 to Schedule 13D (this “Amendment No. 17”) is being filed with respect to the limited partnership units (the “Units”) of Brookfield Property Partners L.P. (the “Issuer” or “BPY”) to report (i) the exchange of 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. into 3,036,315 Units, (ii) the distribution of 9,933,883 Units from certain of Brookfield Asset Management Inc.’s (“BAM”) managed accounts to certain of BAM’s institutional clients, (iii) the removal of Partners Limited (“Partners”), Partners Value Investments L.P. (“PVI”) and Brookfield Property Group LLC (“BPG LLC”) as Reporting Persons (as defined herein), and (iv) the addition of BAM Partners Trust, a trust established under the laws of the Province of Ontario (the “BAM Partnership”), as a Reporting Person.

 

Information reported and defined terms used in the original Schedule 13D, as amended to the date hereof (this “Schedule 13D”), remain in effect except to the extent that they are amended or superseded by information or defined terms contained in this Amendment No. 17.

 

2. Identity and Background.

 

The BAM Partnership shall be deemed a “Reporting Person” and none of Partners, PVI and BPG LLC shall be deemed to be a “Reporting Person” for purposes of this Schedule 13D, as amended hereby. 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 Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 11.

 

Item 2 of the Schedule 13D is hereby amended to remove reference to Partners, PVI and BPG LLC (and any related Scheduled Persons), and supplemented as follows:

 

BAM Partners Trust (the “BAM Partnership”) is a trust formed under the laws of the Province of Ontario. The trustee of the BAM Partnership is BAM Class B Partners Inc., an Ontario corporation (“BAM Partners”). In accordance with the previous announcement in Brookfield’s management information circular dated April 27, 2020, Partners closed the transfer of 85,120 class B limited voting shares of Brookfield (the “BAM Class B Shares”) on April 6, 2021, representing 100% of such shares, to the BAM Partnership. The BAM Class B Shares entitle the holders thereof to appoint one half of the board of directors of Brookfield.

 

BAM Partners is the trustee of the BAM Partnership, and the principal business address of BAM Partners and the BAM Partnership is Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada.

 

Schedule I to this Amendment No. 17 sets forth the names of the directors of BAM Partners, as trustee of the BAM Partnership (to be included as “Scheduled Persons” for purposes of this Schedule 13D) and their respective principal occupations, addresses, and citizenships.

 

Additionally, Schedules II, III, IV, V, VI, VII, VIII, IX, X, XI and XII hereto set forth a list of updated names of directors and executive officers of BAM, Brookfield US Holdings 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”), Brookfield Real Estate Partners (A) SIB GP Limited, Brookfield Real Estate Partners (Q) SIB GP Limited and Brookfield Real Estate Partners (K) GP Limited (to be included as Scheduled Persons), respectively, and their respective principal occupations, addresses, and citizenships.

 

During the last five years, none of Reporting Persons (including the BAM Partnership) and, to their respective knowledge, none of the Scheduled Persons (including those in respect of the BAM Partnership), has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

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 of this Amendment No. 17.

 

4. Purpose of the Transaction.

 

Item 4 of this Schedule 13D is hereby supplemented to add the following:

 

Amending Agreement

 

On May 27, 2021, the Arrangement Agreement was amended by an amending agreement (the “Amending Agreement”). See Amending Agreement attached as Exhibit 17 hereto.

 

Canadian Purchase Transactions

 

Prior to closing of the Transactions but after the election deadline, BAM may, in consensual transactions distinct from the Transaction (the “Canadian Purchase Transactions”), acquire Units from up to five Canadian corporations that are not exempt from tax (the “Canadian Taxable Holders”), which may include corporations controlled by directors and/or officers of BAM, and that would be interested in receiving in exchange for their Units, unlisted exchangeable LP units (“new exchangeable LP units”) of a BAM subsidiary limited partnership that will be exchangeable for BAM Shares commencing 24 months following closing of the Canadian Purchase Transactions.

 

The Canadian Taxable Holders consist of two unaffiliated BPY Unitholders (Colonial House Capital Limited and WJS Investments Limited) holding approximately 2 million Units in aggregate, a company controlled by Jack Cockwell, a director and former executive of BAM, holding approximately 1 million Units, and a company controlled by Sam Pollock’s family, an executive of BAM, holding approximately 1 million Units.

 

Pursuant to the Canadian Purchase Transactions, the Canadian Taxable Holders will receive (i) an amount of new exchangeable LP units equal to the number of BAM Shares a BPY Unitholder that elected to receive the Default Consideration would receive in the Transaction (after pro ration) and (ii) the amount of cash and New LP Preferred Units a BPY Unitholder that elected to receive the default consideration would receive in the Transactions (after pro ration); provided, that the Canadian Taxable Holders will be able to elect to receive in lieu of the consideration described in the foregoing clause (ii), additional new exchangeable LP units equal to the amount of cash and liquidation value of the New LP Preferred Units described in the foregoing clause (ii) divided by a price that is equal to the greater of (x) $45.67, and (y) the 5-day volume weighted average trading price of a class A limited voting share of BAM on the New York Stock Exchange immediately preceding the election deadline.

 

See Form of Purchase Agreement attached as Exhibit 18 hereto.

 

Other

 

On June 7, 2021, BAM distributed 9,933,883 Units to certain of BAM’s institutional clients from BAM’s managed accounts indirectly held through Brookfield Real Estate Partners (Q) SIB L.P.

 

On June 8, 2021, BPG LLC exchanged 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. into 3,036,315 Units in accordance with the terms of the certificate of incorporation of Brookfield Property REIT Inc. BPG LLC then indirectly transferred the 3,036,315 Units to BAM.

 

5. Interest in Securities of the Issuer.

 

Items 5(a)-(c) are hereby amended and restated in their entirety as follows:

 

As of June 8, 2021, BAM and BAM Partners may be deemed to be the beneficial owner of 139,699,123 Units, and such Units constitute approximately 31.7% of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 3,036,360 Units held by BAM (including 45 Units held by BPO ETS Inc., a subsidiary of BAM), 5,425,145 Units beneficially owned by BPGHG(US), 720,064 Units beneficiall y owned by BPY (2013) Corp., 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, 13,947,737 Units owned by Brookfield Property Group Holdings Sub LP (“Sub LP”), 9,519,641 Units owned by Brookfield Real Estate Partners (A) SIB L.P., 3,443,046 Units owned by Brookfield Real Estate Partners (Q) SIB L.P., 7,837,440 Units owned by Brookfield Real Estate Partners (K) SIB Holdings L.P. and 28,762,898 Units owned by BPGUSH New Subco LP.

 

 

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, Sub LP and BPGH New HLP Holdings LP, an aggregate of 451,365,017 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 50.6% 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 all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism, as of June 8, 2021, BAM and BAM Partners may be deemed to be the beneficial owner of 591,064,140 Units, and such Units would constitute approximately 66.2% of the issued and outstanding Units.

 

BAM Partners, as trustee of the BAM Partnership, which is the sole owner of BAM Class B Shares, has the ability to appoint one half of the board of directors of BAM and, as such, may be deemed to indirectly control the decisions of BAM regarding the vote and disposition of the Units held by BAM; therefore BAM Partners may be deemed to have indirect beneficial ownership of the Units held by BAM. Pursuant to Rule 13d-4 of the Exchange Act, BAM Partners declares that filing this Schedule 13D shall not be construed as an admission that either it or the BAM Partnership is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D, and such beneficial ownership is expressly disclaimed.

 

Other than the transactions described in this Amendment No. 17, there have been no transactions by the Reporting Persons in the Units during the past 60 days.

 

6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of this Schedule 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 of this Amendment No. 17.

 

7. Materials to be Filed as Exhibits.

 

Item 7 of this Schedule 13D is hereby amended to add the following exhibit:

 

Exhibit 11. Joint Filing Agreement, dated as of June 10, 2021 (filed herewith).

 

Exhibit 17. Amending Agreement, dated May 27, 2021 (incorporated by reference from Exhibit 99.2 to BPY’s Form 6-K filed with the SEC on June 2, 2021).

 

Exhibit 18. Form of Purchase Agreement (incorporated by reference from Exhibit (d)(24) to the Schedule 13E-3/A filed by Brookfield, BPY and BPY Arrangement Corporation with the SEC on May 28, 2021).

 

 

SIGNATURE

 

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated: June 10, 2021

 

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Senior Vice President

 

	BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
	By:	/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Secretary

 

	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

 

 

< /tr>

	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 HOLDINGS GROUP (US) GP INC.
	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
	BPGH NEW HLP HOLDINGS LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC.
	By:	/s/ Christopher Wong
		Name: Christopher Wong
		Title: Vice President
	BPGUSH NEW SUBCO LP, 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
	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/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Vice President and Secretary
	BROOKFIELD REAL ESTATE PARTNERS (A) SIB L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (A) SIB GP LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
	BROOKFIELD REAL ESTATE PARTNERS (Q) SIB L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (Q) SIB GP LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
	BROOKFIELD REAL ESTATE PARTNERS (K) SIB HOLDINGS L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (K) GP LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

 

 

SCHEDULE I

 

BAM CLASS B PARTNERS INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack L. Cockwell, Director and Vice President		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chair of Brookfield Partners Foundation		Canada
Bruce Flatt, Director and Vice President		One Canada Square, Level 25, Canary Wharf, London E14 5AA, U.K.		Managing Partner and Chief Executive Officer, Brookfield		Canada
Brian D. Lawson, Director and President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield		Canada
Kathy Sarpash, Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice-President of Brookfield		Canada

 

 

SCHEDULE II

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan Director		181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada		Corporate Director		Canada and U.S.A.
Justin B. Beber Managing Partner, Head of Corporate Strategy and Chief Legal Officer		181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada		Managing Partner, Head of Corporate Strategy and Chief Legal Officer, BAM		Canada
Jeffrey M. Blidner Vice Chair and Director		181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada		Vice Chair, BAM		Canada
Angela F. Braly Director		250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.		Corporate Director		U.S.A.
Jack L. Cockwell Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chair of Brookfield Partners Foundation		Canada
Marcel R. Coutu Director		c/o Suite 1210, 225 – 6th Ave. S.W., Calgary, Alberta, T2P 1N2, Canada		Corporate Director		Canada
Maureen Kempston Darkes Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Janice Fukakusa Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Murilo Ferreira Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Former Chief Executive Officer, Vale SA		Brazil
J. Bruce Flatt Director and Managing Partner and Chief Executive Officer		One Canada Square, Level 25 Canary Wharf, London U.K. E14 5AA		Managing Partner and Chief Executive Officer, BAM		Canada
Nicholas H. Goodman Managing Partner and Chief Financial Officer		181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada		Managing Partner and Chief Financial Officer, BAM		United Kingdom
Brian W. Kingston Managing 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, BAM		Canada
Brian D. Lawson Vice Chair		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice Chair, BAM		Canada
Cyrus Madon Managing Partner, Chief Executive Officer Private Equity		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer of Private Equity, Brookfield		Canada

 

 

Howard S. Marks Director		333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.		Co-Chairman, Oaktree Capital Management		U.S.A.
Frank J. McKenna Director		TDCT Tower, 161 Bay Street, 35th Floor, Toronto, Ontario, M5J 2T2, Canada		Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale		Canada
Rafael Miranda Director		C/Santiago de Compostela 100 28035 Madrid, Spain		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, BAM		Canada
Lord Augustine Thomas O’Donnell Director		Frontier Economics, 71 High Holborn, London U.K., WC1V 6DA		Chairman of Frontier Economics Limited		United Kingdom
Hutham S. Olayan Director		505 Park Avenue, New York, NY 10022, U.S.A.		Chairman of The Olayan Group		U.S.A. and Saudi Arabia
Lori Pearson Managing Partner and Chief Operating Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner and Chief Operating Officer, BAM		Canada
Samuel J.B. Pollock Managing Partner, Chief Executive Officer Infrastructure		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Infrastructure, BAM		Canada
Seek Ngee Huat Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Singapore
Sachin G. Shah Managing Partner, Chief Investment Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Investment Officer, BAM		Canada
Diana L. Taylor Director		c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075		Corporate Director		U.S.A. and Canada
Connor Teskey Managing Partner, Chief Executive Officer Renewable Power		One Canada Square, Level 25, Canary Wharf, London, UK E14 5AA		Managing Partner, Chief Executive Officer Renewable Power, BAM		Canada

 

 

SCHEDULE III

 

BROOKFIELD US HOLDINGS INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Thomas Corbett, Director		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Managing Director, Finance, BAM		Canada
Karly Dyck, Director		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Senior Vice President, Finance Renewable, BAM		Canada
Aleks Novakovic, Director		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Managing Partner, Tax, BAM		Canada
Kathy Sarpash, Director, Vice President and Secretary		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Senior Vice President, Legal & Regulatory, BAM		Canada
Cam Ha, President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Vice President, Tax, BAM		Canada
Bowen Li, Vice- President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Director, Finance, BAM		Canada
Tim Wang, Vice- President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Director, Capital Markets & Treasury, BAM		Canada

 

 

SCHEDULE IV

 

BPY GP INC., as General Partner of 

BPY I L.P.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Ashley Lawrence, Director and President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Managing Director, Regional Head of Canada		Canada
Christopher Wong, Director and Vice President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Vice President, Finance		Canada
Brett Fox, Director and Secretary		Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023		Managing Partner		U.S.A.

 

 

SCHEDULE V

 

BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Ashley Lawrence, Director and President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Managing Director, Regional Head of Canada		Canada
Christopher Wong, Director and Vice President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Vice President, Finance		Canada
Brett Fox, Director and Secretary		Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023		Managing Partner		U.S.A.

 

 

SCHEDULE VI

 

BPG HOLDINGS GROUP (US) GP INC., as General Partner of 

each of the BPG Holdings LPs

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Ashley Lawrence, Director and President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Managing Director, Regional Head of Canada		Canada
Christopher Wong, Director and Vice President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Vice President, Finance		Canada
Brett Fox, Director and Secretary		Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023		Managing Partner		U.S.A.

 

 

SCHEDULE VII

 

BPY (2013) CORP.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Ashley Lawrence, Director and President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Managing Director, Regional Head of Canada		Canada
Christopher Wong, Director and Vice President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Vice President, Finance		Canada
Brett Fox, Director and Secretary		Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023		Managing Partner		U.S.A.

 

 

SCHEDULE VIII

 

BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
J. Bruce Flatt, Director, President and Chief Executive Officer		181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Senior Managing Partner and Chief Executive Officer of BAM		Canada
Philippa Elder, Director		99 Bishopsgate, Second Floor London, EC2M 3XD, U.K.		Senior Vice President, BAM		United Kingdom
Ralf Niklas Rank, Director and Chief Investment Officer		99 Bishopsgate, Second Floor London, EC2M 3XD, U.K.		Chief Investment Officer		Canada and Germany
Connor David Teskey, Director		99 Bishopsgate, Second Floor London, EC2M 3XD, U.K.		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 IX

 

BPGH SUB INC.

 

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Ashley Lawrence, Director and President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Managing Director, Regional Head of Canada		Canada
Christopher Wong, Director and Vice President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Vice President, Finance		Canada
Brett Fox, Director and Secretary		Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023		Managing Partner		U.S.A.

 

 

SCHEDULE X

 

Brookfield Real Estate Partners (A) SIB GP Limited, as General Partner of

Brookfield Real Estate Partners (A) SIB L.P.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Gregory E. A. Morrison, Director and President		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		President of Brookfield Bermuda Ltd		Canada
Gregory Noel McConnie, Director and Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		President and CEO of Brookfield International Bank Inc.		Barbados
James A. Bodi, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		CEO of Brookfield Bermuda Ltd		Canada
Terry V. Gittens, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		Chief Financial Officer, Brookfield International Bank Inc.		Barbados
Sherry V Millar, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		Financial Controller, Brookfield International Bank Inc.		Barbados
Kerry-Ann Cato, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		Corporate Secretary and Legal Counsel, Brookfield International Bank Inc.		Trinidad and Tobago
Jane Sheere, Secretary		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Manager – Corporate Services of Brookfield Bermuda Ltd		United Kingdom
Anna Knapman-Scott, Assistant Secretary		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Operations Manager and Legal Counsel of Brookfield Bermuda Ltd		United Kingdom

 

 

SCHEDULE XI

 

Brookfield Real Estate Partners (Q) SIB GP Limited, as General Partner of

Brookfield Real Estate Partners (Q) SIB L.P.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Gregory E. A. Morrison, Director and President		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		President of Brookfield Bermuda Ltd		Canada
Gregory Noel McConnie, Director and Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		President and CEO of Brookfield International Bank Inc.		Barbados
James A. Bodi, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		CEO of Brookfield Bermuda Ltd		Canada
Terry V. Gittens, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		Chief Financial Officer, Brookfield International Bank Inc.		Barbados
Sherry V Millar, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		Financial Controller, Brookfield International Bank Inc.		Barbados
Kerry-Ann Cato, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		Corporate Secretary and Legal Counsel, Brookfield International Bank Inc.		Trinidad and Tobago
Jane Sheere, Secretary		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Manager – Corporate Services of Brookfield Bermuda Ltd		United Kingdom
Anna Knapman-Scott, Assistant Secretary		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Operations Manager and Legal Counsel of Brookfield Bermuda Ltd		United Kingdom

 

 

SCHEDULE XII

 

Brookfield Real Estate Partners (K) GP Limited, as General Partner of

Brookfield Real Estate Partners (K) SIB Holdings L.P.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Gregory E. A. Morrison, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		President of Brookfield Bermuda Ltd		Canada
Gregory Noel McConnie, Director		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		President and CEO of Brookfield International Bank Inc.		Barbados
James A. Bodi, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		CEO of Brookfield Bermuda Ltd		Canada
Terry V. Gittens, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		Chief Financial Officer, Brookfield International Bank Inc.		Barbados
Sherry V Millar, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		Financial Controller, Brookfield International Bank Inc.		Barbados
Kerry-Ann Cato, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		Corporate Secretary and Legal Counsel, Brookfield International Bank Inc.		Trinidad and Tobago
Jane Sheere, Secretary		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Manager – Corporate Services of Brookfield Bermuda Ltd		United Kingdom
Anna Knapman-Scott, Assistant Secretary		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Operations Manager and Legal Counsel of Brookfield Bermuda Ltd		United Kingdom