Filing Details

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” and, therefore, may be deemed to share beneficial ownership of 483,376,633 Units, representing approximately 69.6% of the Units outstanding. See Item 5.

EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 3”) amends the Schedule 13D filed on November 12, 2013 (the “Original Schedule 13D”), as amended on April 8, 2014 (“Amendment No. 1”) and August 22, 2016 (“Amendment No. 2”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 3 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 3 relates to the limited partnership units (the “Units”) of Brookfield Property Partners L.P. (the “Company”), a limited partnership formed under the laws of Bermuda.

Item 4. Purpose of the Transaction

Item 4 of this Schedule 13D is hereby amended to include the following:

Item 5(c) of this Amendment No. 3 is incorporated by reference.

 

Item 5. Interest in Securities of the Issuer

Item 5(a)-(c) of the Schedule 13D is hereby amended in its entirety as follows:

(a)-(b) All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the 261,486,211 Units outstanding as of December 31, 2015, as reported in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 16, 2016.

As of the close of business on September 23, 2016, the Reporting Person has sole voting and investment power with respect to 5,195,068 Units, representing 2.0% of the outstanding Units.

4,263,260 Units reported herein are directly held by BRH II Sub. As of the close of business on September 23, 2016, the Reporting Person’s indirect interest in BRH II Sub corresponds to such 4,263,260 Units, representing 1.6% of the outstanding Units. By virtue of the ability of The Northern Trust Company, acting in its capacity as custodian for the Reporting Person under the BRH II Sub Operating Agreement, to direct voting decisions of certain Units and certain dispositions of Units, the Reporting Person may be deemed to share voting and investment power over the 4,263,260 Units held by BRH II Sub.

 

Additionally, by virtue of the various agreements and arrangements described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with Brookfield and certain of its subsidiaries (collectively, the “Other Filers”). With respect to any Units beneficially owned by such Other Filers, the Reporting Persons may be deemed to share beneficial ownership of the 483,376,633 Units held by held by Brookfield and its affiliates (including BRH II Sub) as of July 12, 2016, representing approximately 69.6% of the outstanding Units. None of the Other Filers is a Reporting Person on this Schedule 13D, and any obligations any of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that any of the Other Filers beneficially owns Units, the Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership thereof.

(c) Since the date of Amendment No. 2, the Reporting Person effected the following transactions in the Company’s securities in open market transactions.

	Date of Transaction	Number of Units Sold	Price Per Unit
	8/25/2016	10,300	$24.1028
	8/26/2016	21,998	$24.1105
	8/26/2016	100,000	$24.0692
	8/30/2016	16,529	$23.0489
	8/31/2016	38,361	$23.1036
	9/1/2016	100,000	$23.0560
	9/1/2016	56,100	$23.0552
	9/1/2016	19,800	$23.0556

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.