Sec Form 13D Filing - BROOKFIELD Corp filing for BROOKFIELD PPTY PFD LP UNIT LT (BPYPM) - 2021-08-06

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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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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

 

  8  

Shared Voting Power

 

773,335,888* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

26,100,760* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

53,702,050* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

1,906,781* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

60,000,000* 

  ; 9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

15,781,724* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

51,419,088* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

60,319,088* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

18,715,912* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

50,000,000* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

8,387,345* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

71,000,000* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

9,000,000* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

  9  

Sole Dispositive Power

 

  10  

Shared Dispositive Power

 

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

 

  8  

Shared Voting Power

 

0

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

0

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

25,032,269* 

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

0

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

0

  9  

Sole Dispositive Power

 

  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

 

  8  

Shared Voting Power

 

0

  9  

Sole Dispositive Power

 

  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

< tr>
             
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

 

  8  

Shared Voting Power

 

0

  9  

Sole Dispositive Power

 

  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
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
       

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