Page 5 of 7 SEC Filing
This Amendment No. 14 relates to the Schedule 13D filed on October 28, 2011, as amended prior to the
date of this Amendment (as so amended, the Original 13D), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square), (ii) PS Management GP, LLC, a Delaware
limited liability company (PS Management) and (iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the Reporting Persons), relating to common
shares, without par value (the Common Shares), of Canadian Pacific Railway Limited, a corporation organized under the Canada Business Corporations Act (the Issuer). Capitalized terms used but not defined herein
shall have the meaning set forth in the Original 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Original 13D is amended and supplemented as follows:
On March 1, 2016, the Issuer filed base shelf prospectuses permitting it to sell Common Shares and other specified securities (and permitting the
Reporting Persons to sell Common Shares) from time to time by way of prospectus offerings. The Reporting Persons have no current plan to sell Common Shares, but they reserve the right to do so or to take such other actions with respect to their
investments in the Issuer as they deem appropriate, as further elaborated in the Original 13D.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original 13D is amended and supplemented as follows:
In connection with the Issuers filing of base prospectuses on March 1, 2016 as described in Item 4, the Issuer entered into a registration
rights agreement with Pershing Square on behalf of the Pershing Square Funds that is filed as Exhibit 4.2 to the Issuers Form S-3 filed on March 1, 2016. That agreement is incorporated by reference into this Item 6 as if restated in
full herein.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original 13D is hereby amended and supplemented by adding a reference to the following exhibit:
Exhibit
Description
99.1 Registration Rights Agreement, dated February 29, 2016, between the Issuer and Pershing Square on behalf of the Pershing Square Funds (incorporated by reference to Exhibit 4.2 of the Issuers Form S-3 filed on March 1,
2016)
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This Amendment No. 14 relates to the Schedule 13D filed on October 28, 2011, as amended prior to the
date of this Amendment (as so amended, the Original 13D), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square), (ii) PS Management GP, LLC, a Delaware
limited liability company (PS Management) and (iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the Reporting Persons), relating to common
shares, without par value (the Common Shares), of Canadian Pacific Railway Limited, a corporation organized under the Canada Business Corporations Act (the Issuer). Capitalized terms used but not defined herein
shall have the meaning set forth in the Original 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Original 13D is amended and supplemented as follows:
On March 1, 2016, the Issuer filed base shelf prospectuses permitting it to sell Common Shares and other specified securities (and permitting the
Reporting Persons to sell Common Shares) from time to time by way of prospectus offerings. The Reporting Persons have no current plan to sell Common Shares, but they reserve the right to do so or to take such other actions with respect to their
investments in the Issuer as they deem appropriate, as further elaborated in the Original 13D.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original 13D is amended and supplemented as follows:
In connection with the Issuers filing of base prospectuses on March 1, 2016 as described in Item 4, the Issuer entered into a registration
rights agreement with Pershing Square on behalf of the Pershing Square Funds that is filed as Exhibit 4.2 to the Issuers Form S-3 filed on March 1, 2016. That agreement is incorporated by reference into this Item 6 as if restated in
full herein.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original 13D is hereby amended and supplemented by adding a reference to the following exhibit:
| Exhibit | Description | |
| 99.1 | Registration Rights Agreement, dated February 29, 2016, between the Issuer and Pershing Square on behalf of the Pershing Square Funds (incorporated by reference to Exhibit 4.2 of the Issuers Form S-3 filed on March 1, 2016) | |
