Filing Details

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 

1.

Names of Reporting Persons
Brookfield Investment Management Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

6.

Shared Voting Power
8,948,312

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
11,001,213

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,001,213

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.91%

12.

Type of Reporting Person (See Instructions)
IA

CUSIP No. 

1.

Names of Reporting Persons
Brookfield Asset Management, Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Ontario, Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

6.

Shared Voting Power
 9,498,312

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
11,551,213

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,551,213

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.21%

12.

Type of Reporting Person (See Instructions)
HC

CUSIP No. 

1.

Names of Reporting Persons
Partners Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Ontario, Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

6.

Shared Voting Power
 9,498,312

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
11,551,213

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,551,213

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.21%

12.

Type of Reporting Person (See Instructions)
HC

Item 1.

(a)

Name of Issuer
Brookdale Senior Living Inc.

(b)

Address of Issuers Principal Executive Offices
111 Westwood Place

Suite 400

Brentwood, TN 37027

Item 2.

(a)

Name of Person Filing
Brookfield Asset Management, Inc. (BAM)

Partners Limited

Brookfield Investment Management Inc. (BIM)

(the Reporting Persons).

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.

(b)

Address of Principal Business Office or, if none, Residence
Brookfield Asset Management

181 Bay Street, Suite 330

Toronto, Ontario, Canada, M5J 2T3

Partners Limited

181 Bay Street, Suite 330

Toronto, Ontario, Canada, M5J 2T3

Brookfield Investment Management, Inc.

Brookfield Place

250 Vesey St., 15th Floor

New York, NY 10281-1023

(c)

Citizenship
See Item 4 of the cover pages.

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
427825500

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

x

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

See the response(s) to Item 9 on the attached cover page(s).

(b)

Percent of class:   

See the response(s) to Item 11 on the attached cover page(s).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

See the response(s) to Item 5 on the attached cover page(s).

(ii)

Shared power to vote or to direct the vote    

See the response(s) to Item 6 on the attached cover page(s).

(iii)

Sole power to dispose or to direct the disposition of   

See the response(s) to Item 7 on the attached cover page(s).

(iv)

Shared power to dispose or to direct the disposition of   

See the response(s) to Item 8 on the attached cover page(s).

Brookfield Asset Management, Inc. (BAM) is the indirect owner of Brookfield Investment Management (BIM), which is the investment adviser to various funds or accounts that are the record owners of the shares of Common Stock reported on BIMs cover page and, as a result, BAM may be deemed to beneficially own such shares.

Partners Limited is the sole owner of BAMs Class B Limited Voting Shares and therefore may be deemed to share beneficial ownership of the shares of Common Stock reported herein.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Clients of the Reporting Person have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities held in their accounts. No such client is known to have such right or power with respect to more than 5% of the class of securities to which this report relates.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

See exhibit 99.X

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

By:

/s/ Seth Gelman

Name:

Seth Gelman

Title:

Chief Compliance Officer

Brookfield Asset Management Inc.

By:

/s/ A.J. Silber

Name:

A.J. Silber

Title:

Vice President, Legal Affairs & Corporate Secretary

Partners Limited

By:

/s/ Brian D. Lawson

Name:

Brian D. Lawson

Title:

President

BROOKFIELD INVESTMENT MANAGEMENT INC.

By:

/s/ Seth Gelman

Name: Seth Gelman

Title:   Chief Compliance Officer

BROOKFIELD ASSET MANAGEMENT INC.

By:

/s/ A.J. Silber

Name: A.J. Silber

Title:   Vice-President, Legal Affairs

PARTNERS LIMITED

By:

/s/ Brian D. Lawson

Name: Brian D. Lawson

Title:   President