Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

SCHEDULE 13D

 

 

*                 This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. See Item 5.

 

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SCHEDULE 13D

 

 

*                 This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. See Item 5.

 

3

 

SCHEDULE 13D

 

 

4

 

SCHEDULE 13D

 

 

*                                         Represents redemption-exchange units of Brookfield Property L.P. See Item 5.

 

5

 

SCHEDULE 13D

 

 

*         Represents redemption-exchange units of Brookfield Property L.P. See Item 5.

 

6

 

SCHEDULE 13D

 

 

*         Represents redemption-exchange units of Brookfield Property L.P. See Item 5.

 

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SCHEDULE 13D

 

 

*         This amount includes 1,906,781 redemption-exchange units of Brookfield Property L.P. See Item 5.

 

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SCHEDULE 13D

 

 

*         This amount includes 51,319,614 redemption-exchange units of Brookfield Property L.P. See Item 5.

 

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EXPLANATORY NOTE

 

This Amendment No. 3 to Schedule 13D (this Amendment No. 3) is being filed to report the acquisition of Limited Partnership Units (the Units) reported in Item 5(c) that resulted in an acquisition of beneficial ownership of Units in an amount equal to one percent or more of the Brookfield Property Partners LPs (BPY) outstanding Units. The disclosure regarding the transactions reported in Item 5(c) below is incorporated herein by reference. Information reported in the original Schedule 13D, as amended, remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 3.  This Amendment No. 3 also reflects certain internal reorganizations effectuated by the Reporting Persons.

 

3.                       Source and Amendment of Funds or Other Consideration

 

Item 3 of this Schedule 13D is hereby supplemented as follows:

 

In various open market purchases between May 9, 2016 and July 8, 2016, BPG Holdings Group (US) Holdings Inc. (BPGHG(US)), which is an indirect wholly owned subsidiary of Brookfield Asset Management Inc. (BAM), acquired an aggregate of 2,659,264 of BPYs outstanding Limited Partnership Units for a total aggregate purchase price of $63,363,581. The purchase of such Limited Partnership Units was funded from cash contributed to BPGHG(US) by BAM.

 

5.                       Interest in Securities of the Issuer.

 

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

 

(a)-(b) As of the date hereof, Partners Value Investments LP (PVI LP) may be deemed to be the beneficial owner of 3,613,446 Units and such Units represent 1.0% of the issued and outstanding Units. As of the date hereof, BAM may be deemed to be the beneficial owner of 47,114,082 Units and Partners may be deemed to be the beneficial owner of 50,727,528 Units, and such Units constitute approximately 18.0% and 19.4%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of June 30, 2016. In addition, BAM holds, through BUSC, BPY I LP, BPY II LP, BPGHG(US) and Brookfield Property Group Holdings S.a.r.l. (SARL), an aggregate of 432,649,105 redemption-exchange units of Property LP. Such redemption-exchange units held indirectly by BAM represent 100% of the redemption-exchange units of Property LP and approximately 62.1% 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 the date hereof, BAM may be deemed to be the beneficial owner of 479,763,187 Units and Partners may be deemed to be the beneficial owner of 483,376,633 Units, and such Units would constitute approximately 69.1% and 69.6 %, respectively, of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 720,064 Units beneficially owned by BPY (2013) Corp., a wholly-owned subsidiary of BAM, 75,000 Units beneficially owned by Brookfield Global Property Advisor Limited, a wholly-owned subsidiary of BAM, 2,895,806 Units beneficially owned by BPGHG(US), 44,218,276 Units beneficially owned by SARL and 432,649,105 redemption-exchange units beneficially owned by BUSC, BPY I LP, BPY II LP, BPGHG(US) and SARL. PVI LP may be deemed to have the sole power to vote or direct the Units beneficially owned by it. The Units deemed to be beneficially owned by Partners include the Units deemed to be beneficially owned by BAM and PVI LP. Partners may be deemed to have shared power with BAM and PVI LP to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units.

 

(c) Schedule I filed herewith, which is incorporated herein by reference, describes all of the transactions in Limited Partnership Units of BPY that were effected in the past 60 days by the Reporting Persons.

 

7.                       Material to be Filed as Exhibits

 

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

 

Exhibit 7           Joint Filing Agreement, dated July 12, 2016, among Brookfield Asset Management Inc., Partners Limited, Partners Value Investments LP, Brookfield US Corporation, BPY I L.P., BPY II L.P. BPG Holdings Group (US) Holdings Inc. and Brookfield Property Group Holdings S.a.r.l.

 

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SIGNATURE

 

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

 

Dated: July 12, 2016

 

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	Vice-President, Legal Affairs
	PARTNERS LIMITED
	By:	/s/ Brian Lawson
		Name:	Brian Lawson
		Title:	President
	PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC.
	By:	/s/ Vu Nguyen
		Name:	Vu Nguyen
		Title:	Chief Financial Officer
	BROOKFIELD US CORPORATION
	By:	/s/ Josh Zinn
		Name:	Josh Zinn
		Title:	Vice-President
	BPY I L.P., by its general partner, BPY GP INC.
	By:	/s/ David Arthur
		Name:	David Arthur
		Title:	President
	BPY II L.P., by its general partner, BPY GP INC.
	By:	/s/ David Arthur
		Name:	David Arthur
		Title:	President

 

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	BPG HOLDINGS GROUP (US) HOLDINGS INC.
	By:	/s/ David Arthur
		Name:	David Arthur
		Title:	President
	BROOKFIELD PROPERTY GROUP HOLDINGS S.A.R.L.
	By:	/s/ Luc Leroi
		Name:	Luc Leroi
		Title:	Manager
	By:	/s/ Damien Warde
		Name:	Damien Warde
		Title:	Manager

 

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SCHEDULE I

 

Open Market Transactions by BPG Holdings Group (US) Holdings Inc. in the Securities of BPY

 

Date of Transaction		Number of Limited Partnership Units Purchased		Price Per Limited Partnership Unit (US$)
May 9, 2016		10,000		24.05
May 10, 2016		64,500		24.29
May 11, 2016		64,500		24.28
May 12, 2016		62,200		24.20
May 13, 2016		60,268		24.06
May 16, 2016		63,500		24.17
May 17, 2016		64,300		23.89
May 18, 2016		64,300		24.03
May 19, 2016		64,300		23.74
May 20, 2016		63,000		23.87
May 24, 2016		60,700		24.17
May 25, 2016		57,100		24.21
May 26, 2016		60,300		24.19
May 27, 2016		60,700		24.16
May 30, 2016		32,100		24.09
May 31, 2016		60,180		24.11
June 1, 2016		60.180		23.90
June 2, 2016		59,180		24.09
June 3, 2016		54,306		24.21
June 6, 2016		54,910		24.34
June 7, 2016		61,833		24.36
June 8, 2016		54,733		24.52
June 9, 2016		61,833		24.28
June 10, 2016		61,833		24.17
June 13, 2016		63,300		23.89
June 14, 2016		61,407		23.73
June 15, 2016		63,300		24.00
June 16, 2016		63,107		23.87
June 17, 2016		63,307		24.20
June 20, 2016		65,624		24.40
June 21, 2016		65,624		24.63
June 22, 2016		115,344		24.44
June 23, 2016		65,624		24.39
June 24, 2016		65,624		23.16
June 28, 2016		68,421		22.45
June 29, 2016		68,421		22.51
June 30, 2016		70,121		22.43
July 1, 2016		26,820		22.55
July 4, 2016		35,000		22.52
July 5, 2016		79,291		22.46
July 6, 2016		79,291		22.95
July 7, 2016		79,291		23.13
July 8, 2016		78,591		25.09

 

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