Canadian Pacific Railway Ltd (CP): Bill Ackman Has No Plans to Sell Shares

Bill Ackman‘s Pershing Square has filed a Form 13D with the SEC, issuing an update on its position in Canadian Pacific Railway Limited (USA) (NYSE:CP), one of the billionaire investor’s top picks at the end of 2015. The filing shows that Ackman’s fund maintains the same 13.94 million-share position that it did at the end of Decmeber, and that the filing was issued to disclose an update to Item 4 of the filing, which further asserts that Pershing Square has no plans to sell shares at this time:

“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.”

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Pershing Square Capital Management 0 13,940,890 0 13,940,890 13,940,890 9.1%
PS Management GP 0 13,940,890 0 13,940,890 13,940,890 9.1%
William A. Ackman 0 13,940,890 0 13,940,890 13,940,890 9.1%

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Page 1 of 7 SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

Canadian
Pacific Railway Limited

(Name of Issuer)

Common Shares

(Title of
Class of Securities)

13645T100

(CUSIP Number)

Stephen
Fraidin

Steve Milankov

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

(212) 813-3700

with a
copy to:

Alan Sinsheimer

Sullivan & Cromwell LLP

125 Broad Street

New
York, New York 10004

(212) 558-4000

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

February 29, 2016

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 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 purpose of Section 18 of the Securities Exchange Act of 1934 (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).

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Page 2 of 7 SEC Filing


CUSIP No. 13645T100

  1

NAME OF
REPORTING PERSON

Pershing Square Capital Management, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

0

  8

SHARED VOTING POWER

13,940,890

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,940,890

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,940,890

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

9.1% (1)

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

IA

(1) This calculation is based on 153,021,661 common shares, no par value (Common Shares), of Canadian Pacific Railway Limited outstanding as of February 26, 2016 as reported in the Issuers 10-K
filed on February 29, 2016 (the 10-K).

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Page 3 of 7 SEC Filing


CUSIP No. 13645T100

  1

NAME OF
REPORTING PERSON

PS Management GP, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

0

  8

SHARED VOTING POWER

13,940,890

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,940,890

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,940,890

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

9.1% (2)

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

OO

(2) This calculation is based on 153,021,661 Common Shares outstanding as of February 26, 2016 as reported in the 10-K.

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Page 4 of 7 SEC Filing


CUSIP No. 13645T100

  1

NAME OF
REPORTING PERSON

William A. Ackman

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

¨

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

13,940,890

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,940,890

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,940,890

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

9.1% (3)

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

IN

(3) This calculation is based on 153,021,661 Common Shares outstanding as of February 26, 2016 as reported in the 10-K.

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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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Page 6 of 7 SEC Filing


SIGNATURES

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

Dated: February 29, 2016

PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
By: PS Management GP, LLC, its General Partner
By

/s/ William A. Ackman

William A. Ackman
Managing Member
PS MANAGEMENT GP, LLC
By

/s/ William A. Ackman

William A. Ackman
Managing Member

/s/ William A. Ackman

William A. Ackman

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Page 7 of 7 SEC Filing


EXHIBIT INDEX

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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