Air Products & Chemicals Inc (APD): Bill Ackman Unloads 3.58 Million Shares

Billionaire Bill Ackman‘s Pershing Square recently filed a Form 13D with the SEC concerning Air Products & Chemicals Inc (NYSE:APD), in which it reported decreasing its stake in the company to 16.97 million shares, which amass 7.8% of the float, and include 4.03 million shares and 12.95 million shares underlying over-the-counter American-style call options. According to the filing, the three-year obligation period for the fund’s co-investment vehicles in Air Products & Chemicals will end on September 30, 2016, and the fund has sold 3.58 million shares to return the capital to those co-investment vehicles. The fund’s stake previously consisted of 20.55 million shares, which included 12.95 million shares underlying over-the-counter American-style call options, and 7.60 million common shares.

Air Products and Chemicals is an industrial gas company. Recently, the company separated its Electronic Materials Division to create Versum Materials Inc. Over the past 12 months, Air Products’ stock has gained 8.28%. For the third quarter of its fiscal 2016, the company reported earnings per share of $1.92, beating analysts’ estimates of $1.91. Recently, Credit Suisse Group AG set a price target of $163 on Air Products and Chemicals’ stock, with a ‘Buy’ rating on it.

Bill Ackman, Carl C. Icahn, William A. Ackman, Pershing Square Capital Management, Icahn Capital LP,

Among the group of successful hedge funds followed by Insider Monkey, 56 reported owning long positions in Air Products & Chemicals (NYSE:APD) as of June 30, down by two from March 31. Some of the bullish investors included Andreas Halvorsen’s Viking Global, with a position valued at $986.38 million, Phill Gross and Robert Atchinson’s Adage Capital Management, which held a position worth around $272.44 million, John Griffin’s Blue Ridge Capital, David Cohen and Harold Levy’s Iridian Asset Management, and Robert Pohly’s Samlyn Capital.

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Some of the investors who lost enthusiasm for investing in Air Products & Chemicals (NYSE:APD) and sold off their positions in the company during the quarter contained Ben Gambill’s Tiger Eye Capital, which said goodbye to a $19.13 million position, Curtis Macnguyen’s Ivory Capital (Investment Mgmt), Dmitry Balyasny’s Balyasny Asset Management, and Mike Vranos’ Ellington.

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 16,973,076 0 16,973,076 16,973,076 7.8%
PS Management GP 0 16,973,076 0 16,973,076 16,973,076 7.8%
PS V GP 0 4,025,140 0 4,025,140 4,025,140 1.9%
William A. Ackman 0 16,973,076 0 16,973,076 16,973,076 7.8%

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Page 1 of 9 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the
Securities Exchange Act of 1934

(Amendment No. 3)*

Air Products and Chemicals, Inc.

(Name of Issuer)

Common
Stock

(Title of Class of Securities)

009158106

(CUSIP Number)

Steve Fraidin, Esq.

Steve Milankov, Esq.

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

212-813-3700

With a
Copy to:

Richard M. Brand, Esq.

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

212-504-5757

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

September 12, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 9 – SEC Filing


SCHEDULE 13D

CUSIP NO. 009158106 Page 2
  1 

NAME OF
REPORTING PERSON

    Pershing Square Capital Management,
L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  x

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

    OO

  5

CHECK BOX 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

    16,973,076

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    16,973,076

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    16,973,076

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    7.8%(1)

14

TYPE OF REPORTING PERSON

    IA

(1) Calculated based on 216,549,704 shares of the Common Stock, $1 par value, of Air Products and Chemicals, Inc., outstanding as of June 30, 2016, as reported in Air Products and Chemicals, Inc.s quarterly
report on Form 10-Q filed on July 29, 2016.

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Page 3 of 9 – SEC Filing


SCHEDULE 13D

CUSIP NO. 009158106 Page 3
  1 

NAME OF
REPORTING PERSON

    PS Management GP, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  x

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

    OO

  5

CHECK BOX 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

    16,973,076

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    16,973,076

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    16,973,076

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    7.8%(2)

14

TYPE OF REPORTING PERSON

    OO

(2) Calculated based on 216,549,704 shares of the Common Stock, $1 par value, of Air Products and Chemicals, Inc., outstanding as of June 30, 2016, as reported in Air Products and Chemicals, Inc.s quarterly
report on Form 10-Q filed on July 29, 2016.

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Page 4 of 9 – SEC Filing


SCHEDULE 13D

CUSIP NO. 009158106 Page 4
  1 

NAME OF
REPORTING PERSON

    PS V GP, LLC

  2

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

(a)  ¨        (b)  x

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

    OO

  5

CHECK BOX 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

    4,025,140

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    4,025,140

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    4,025,140

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    1.9%(3)

14

TYPE OF REPORTING PERSON

    OO

(3) Calculated based on 216,549,704 shares of the Common Stock, $1 par value, of Air Products and Chemicals, Inc., outstanding as of June 30, 2016, as reported in Air Products and Chemicals, Inc.s quarterly
report on Form 10-Q filed on July 29, 2016.

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Page 5 of 9 – SEC Filing


SCHEDULE 13D

CUSIP NO. 009158106 Page 5
  1 

NAME OF
REPORTING PERSON

    William A. Ackman

  2

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

(a)  ¨        (b)  x

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

    OO

  5

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

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    0

  8

SHARED VOTING POWER

    16,973,076

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    16,973,076

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    16,973,076

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    7.8%(4)

14

TYPE OF REPORTING PERSON

    IN

(4) Calculated based on 216,549,704 shares of the Common Stock, $1 par value, of Air Products and Chemicals, Inc., outstanding as of June 30, 2016, as reported in Air Products and Chemicals, Inc.s quarterly
report on Form 10-Q filed on July 29, 2016.

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Page 6 of 9 – SEC Filing


SCHEDULE 13D

CUSIP NO. 009158106 Page
6
ITEM 1. SECURITY AND ISSUER

This Amendment No. 3 to Schedule 13D (this Amendment No.
3
) amends and supplements the statement on Schedule 13D (the Original Schedule 13D), filed on July 31, 2013 (the Original Schedule 13D, as amended and supplemented through the date of this Amendment No. 3, the
Schedule 13D), by Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square); PS Management GP, LLC, a Delaware limited liability company (PS Management); PS V
GP, LLC, a Delaware limited liability company (PSV GP); and William A. Ackman, a citizen of the United States of America (together with Pershing Square, PS Management, and PSV GP, the Reporting Persons),
relating to the common stock, par value $1.00 per share (the Common Stock), of Air Products and Chemicals, Inc., a Delaware corporation (the Issuer). Capitalized terms used but not
defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. The principal executive offices of the Issuer are located at: 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501.

As of September 12, 2016, the Reporting Persons beneficially owned an aggregate of 16,973,076 shares of Common Stock, representing
approximately 7.8% of the outstanding shares of Common Stock of the Issuer. This number includes 4,025,140 shares of Common Stock, and 12,947,936 shares of Common Stock underlying over-the-counter American-style call options.

Except as specifically amended by this Amendment No. 3, items in the Schedule 13D are unchanged.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the
following information:

The three-year commitment period for Pershing Squares co-investment vehicles in the Issuer (the PSV
Funds
) ends on September 30, 2016. The Reporting Persons sold the Common Stock listed in Exhibit 99.6 to return capital to the PSV Funds co-investors.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented by
adding the following information:

(a), (b) The Reporting Persons beneficially own an aggregate of 16,973,076 shares of Common Stock (the
Subject Shares), which number includes: 4,025,140 shares of Common Stock and 12,947,936 shares of Common Stock underlying over-the-counter American-style call options. The number of Subject Shares is 3,576,000 lower than
the number reported in the last Amendment to the Original Schedule 13D as a result of sales of shares of the Issuers Common Stock. The Subject Shares beneficially owned by the Reporting Persons represent approximately 7.8% of the shares
of Common Stock issued and outstanding (based upon 216,549,704 shares stated to be outstanding as of June 30, 2016 by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2016).

(c) Exhibit 99.6, which is incorporated by reference into this Item 5 as if restated in full, describes all of the transactions in the Common
Stock (or options relating to Common Stock) that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.6, no reportable transactions were effected by any
Reporting Person within the last 60 days.

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Page 7 of 9 – SEC Filing


SCHEDULE 13D

CUSIP NO. 009158106 Page
7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following exhibits:

Exhibit 99.6 Trading data.

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Page 8 of 9 – SEC Filing


SCHEDULE 13D

CUSIP NO. 009158106 Page
8

SIGNATURES

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

Date: September 13, 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
PS V GP, LLC
By:

/s/ William A. Ackman

William A. Ackman
Member

/s/ William A. Ackman

William A. Ackman

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Page 9 of 9 – SEC Filing


SCHEDULE 13D

CUSIP NO. 009158106 Page
9

EXHIBIT INDEX

Exhibit

Description

Exhibit 99.1 Joint Filing Agreement, dated as of July 31, 2013, among Pershing Square Capital Management, L.P., PS Management GP, LLC, Pershing Square GP, LLC, PS V GP, LLC and William A. Ackman.*
Exhibit 99.2 Trading data.*
Exhibit 99.3 September 25 Letter Agreement.*
Exhibit 99.4 Trading data.*
Exhibit 99.5 Form of Call Option Confirmation.*
Exhibit 99.6 Trading data.
* Previously Filed

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