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.
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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. 18)
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)
July 26, 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).
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
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 |
Sole Voting Power
0 | ||||
8 |
Shared Voting Power
773,335,888* | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
773,335,888* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
773,335,888* | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
100.0%** | |||||
14 |
Type of Reporting Person
CO |
* This amount includes 474,349,906 redemption-exchange units of Brookfield Property L.P. held by subsidiaries of the Reporting Person.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 2021 and (2) 474,349,906 redemption-exchange units of Brookfield Property L.P. owned by subsidiaries of 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
773,335,888* | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
773,335,888* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
773,335,888* | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
100.0%** | |||||
14 |
Type of Reporting Person
OO |
* This amount includes 474,349,906 redemption-exchange units of Brookfield Property L.P. beneficially owned by Brookfield Asset Management Inc.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 2021 and (2) 474,349,906 redemption-exchange units of Brookfield Property L.P. beneficially owned by Brookfield Asset Management Inc.
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
26,100,760* | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
26,100,760* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,100,760* | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
8.0%** | |||||
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) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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)
15.2%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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
1,906,781* | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
1,906,781* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,906,781* | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
0.6%** | |||||
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) 298,985,982 limited
partnership units of the Issuer issued and outstanding as of July 26, 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)
16.7%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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)
5.0%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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)
14.7%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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)
16.8%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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)
5.9%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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 |
<
p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">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)
14.3%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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)
2.7%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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)
19.2%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
* Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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)
2.9%** | |||||
14 |
Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 2021 and (2) 9,000,000 redemption-exchange units 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
0 | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14 |
Type of Reporting Person
CO |
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) 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
ENGLAND AND WALES | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 | ||||
8 |
Shared Voting Power
0 | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14 |
Type of Reporting Person
PN |
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
0 | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14 |
Type of Reporting Person
CO |
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
25,032,269* | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
25,032,269* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
25,032,269* | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
7.7%* | |||||
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) 298,985,982 limited partnership units of the Issuer issued and outstanding as of July 26, 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 |
Sole Voting Power
0 | ||||
8 |
Shared Voting Power
0 | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
0% | |||||
14 |
Type of Reporting Person
PN |
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) ¨< /font> (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
0 | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
0% | |||||
14 |
Type of Reporting Person
PN |
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
0 | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13 |
Percent of Class Represented by Amount in Row (11)
0% | |||||
14 |
Type of Reporting Person
PN |
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
0 | |||||
9 |
Sole Dispositive Power
0 | |||||
10 |
Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ |
|||
13 |
Percent of Class Represented by Amount in Row (11)
0% | |||||
14 |
Type of Reporting Person
PN |
EXPLANATORY NOTE
This Amendment No. 18 to Schedule 13D (this “Amendment No. 18”) 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 acquisition of all of the outstanding Units not previously owned by Brookfield Asset Management Inc. (“BAM”) in accordance with the Arrangement Agreement, dated March 31, 2021, as amended (the “Arrangement Agreement”), between BAM, the Issuer and BPY Arrangement Corporation and (ii) the removal of BPY (2013) Corp., Brookfield Global Property Advisor Limited, BPGH Sub Inc., BPGUSH New Subco LP, Brookfield Real Estate Partners (A) SIB L.P., Brookfield Real Estate Partners (Q) SIB L.P. and Brookfield Real Estate Partners (K) SIB Holdings L.P. as Reporting Persons (as defined in the Schedule 13D).
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. 18.
2. Identity and Background.
None of BPY (2013) Corp., Brookfield Global Property Advisor Limited, BPGH Sub Inc., BPGUSH New Subco LP, Brookfield Real Estate Partners (A) SIB L.P., Brookfield Real Estate Partners (Q) SIB L.P. and Brookfield Real Estate Partners (K) SIB Holdings L.P. 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.
Item 2 of the Schedule 13D is hereby amended to remove reference to BPY (2013) Corp., Brookfield Global Property Advisor Limited, BPGH Sub Inc., BPGUSH New Subco LP, Brookfield Real Estate Partners (A) SIB L.P., Brookfield Real Estate Partners (Q) SIB L.P. and Brookfield Real Estate Partners (K) SIB Holdings L.P. (and any related Scheduled Persons), and supplemented as follows:
Schedule I hereto sets forth a list of updated names of directors and executive officers of BAM (to be included as Scheduled Persons), and their respective principal occupations, addresses, and citizenships.
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. 18.
4. Purpose of the Transaction.
Item 4 of this Schedule 13D is hereby supplemented to add the following:
On July 26, 2021, BAM acquired 311,944,113 Units in connection with the Transaction, and following cancellation of certain Units in accordance with the Arrangement Agreement, currently beneficially owns 298,985,982 Units.
5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated in their entirety as follows:
As of July 26, 2021, BAM and BAM Partners may be deemed to be the beneficial owner of 298,985,982 Units, and such Units constitute approximately 100.0% of the issued and outstanding Units.
In addition, BAM holds, through certain Reporting Persons and subsidiaries, an aggregate of 474,349,906 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.
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.
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. 18.
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: August 6, 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 | ||
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
BROOKFIELD ASSET MANAGEMENT INC.
Name and Position of
Officer or Director |
Principal Business Address | Principal Occupation |
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 | |||
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 Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Director, 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 |