Filing Details

Accession Number:
0001104659-18-058046
Form Type:
13D Filing
Publication Date:
2018-09-21 17:30:42
Filed By:
Brookfield Asset Management Inc.
Company:
Brookfield Property Partners L.p. (NYSE:BPY)
Filing Date:
2018-09-21
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
BROOKFIELD ASSET MANAGEMENT INC 0 508,837,421 0 508,837,421 508,837,421 61.7%
PARTNERS LIMITED 0 512,450,867 0 512,450,867 512,450,867 62.1%
PARTNERS VALUE INVESTMENTS 3,613,446 0 3,613,446 0 3,613,446 0.9%
BROOKFIELD US CORPORATION 0 26,100,760 0 26,100,760 26,100,760 6.2%
BPY I 0 53,702,050 0 53,702,050 53,702,050 12.0%
BPG HOLDINGS GROUP (US) HOLDINGS INC 0 7,331,926 0 7,331,926 7,331,926 1.9%
BROOKFIELD PROPERTY GROUP HOLDINGS SARL 0 69,250,545 0 69,250,545 69,250,545 16.6%
BPG HOLDINGS I 0 60,000,000 0 60,000,000 60,000,000 13.3%
BPG HOLDINGS II 0 15,781,724 0 15,781,724 15,781,724 3.9%
BPG HOLDINGS III 0 51,419,088 0 51,419,088 51,419,088 11.6%
BPG HOLDINGS IV 0 60,319,088 0 60,319,088 60,319,088 13.3%
BPG HOLDINGS ALBERTA 0 50,000,000 0 50,000,000 50,000,000 11.3%
BPG INVESTMENT HOLDINGS 0 8,387,345 0 8,387,345 8,387,345 2.1%
BPG FINANCE INVESTOR 0 71,000,000 0 71,000,000 71,000,000 15.3%
BPGUSH 0 9,000,000 0 9,000,000 9,000,000 2.2%
BPY ( 0 720,064 0 720,064 720,064 0.2%
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED 0 75,000 0 75,000 75,000 0.02%
BPGH Sub Inc 0 25,749,831 0 25,749,831 25,749,831 6.6%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)

 

Brookfield Property Partners L.P.

(Name of Issuer)

 

Limited Partnership Units

(Title of Class of Securities)

 

G16249107

(CUSIP Number)

 

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Tel: (416) 956-5182

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

 

September 19, 2018

(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 person's 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

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BROOKFIELD ASSET MANAGEMENT INC.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
508,837,421*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
508,837,421*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
508,837,421*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
61.7%**

 

 

14

Type of Reporting Person
CO

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

2


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
PARTNERS LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
CANADA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
512,450,867*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
512,450,867*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
512,450,867*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
62.1%**

 

 

14

Type of Reporting Person
CO

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

3


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
PARTNERS VALUE INVESTMENTS LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
3,613,446

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,613,446

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,613,446

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9%**

 

 

14

Type of Reporting Person
PN

 


**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

4


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BROOKFIELD US CORPORATION

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

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
26,100,760*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
26,100,760*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
26,100,760*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.2%**

 

 

14

Type of Reporting Person
CO

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

5


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPY I L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
53,702,050*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
53,702,050*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
53,702,050*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.0%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

6


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
7,331,926*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
7,331,926*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,331,926*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.9%**

 

 

14

Type of Reporting Person
CO

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

7


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BROOKFIELD PROPERTY GROUP HOLDINGS SARL

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
69,250,545*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
69,250,545*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
69,250,545*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.6%**

 

 

14

Type of Reporting Person
OO

 


*                 This amount includes 25,032,269 redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

8


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS I L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
60,000,000*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
60,000,000*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.3%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

9


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS II L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
15,781,724*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
15,781,724*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
15,781,724*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
3.9%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

10


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS III L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
51,419,088*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
51,419,088*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
51,419,088*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.6%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

11


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS IV L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
60,319,088*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
60,319,088*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
60,319,088*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.3%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

12


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS ALBERTA L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
50,000,000*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
50,000,000*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
50,000,000*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.3%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

13


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG INVESTMENT HOLDINGS L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
8,387,345*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
8,387,345*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,387,345*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.1%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

14


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG FINANCE INVESTOR L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
71,000,000*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
71,000,000*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,000,000*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
15.3%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

15


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPGUSH L.P. (ONTARIO)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,000,000*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,000,000*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.2%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

16


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPY (2013) CORP.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
720,064

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
720,064

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
720,064

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.2%**

 

 

14

Type of Reporting Person
CO

 


**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

17


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ENGLAND

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
75,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
75,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
75,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.02%**

 

 

14

Type of Reporting Person
PN

 


**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

18


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPGH Sub Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
25,749,831*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
25,749,831*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,749,831*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.6%**

 

 

14

Type of Reporting Person
CO

 


**          Based on a total of 392,064,523 limited partnership units of the Issuer issued and outstanding as of September 19, 2018.

 

19


 

EXPLANATORY NOTE

 

This Amendment No. 7 to Schedule 13D (this Amendment No. 7) is being filed to report open market purchases by one of the Reporting Persons, BPGH Sub Inc. (BPGH Sub), of Limited Partnership Units (the Units) of Brookfield Property Partners LP (BPY) as set forth in Item 5(c).

 

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. 7. This Amendment No. 7 also reflects certain immaterial transactions in Units by certain of the Reporting Persons.

 

3.                       Source and Amendment of Funds or Other Consideration.

 

Item 3 of this Schedule 13D is hereby supplemented to include the information set forth in Item 4 below.

 

4.                       Purpose of the Transaction.

 

Item 4 of this Schedule 13D is hereby supplemented as follows:

 

In various open market purchases between September 5, 2018 and September 19, 2018, BPGH Sub acquired an aggregate of 4,473,235 Units for aggregate consideration of $89,157,667.29. Details of these purchases is set forth in Item 5(c). The source of funds used by BPGH Sub to purchase these additional Units was working capital of BPGH Sub.

 

BPGH Sub may make additional open market purchases of Units in the near term consistent with the purchases reported in this Amendment No. 7. The quantities, prices and future dates of these additional open market purchases are not presently known and none of the Reporting Persons has made any firm commitments to make any such purchases as of the date hereof.

 

5.                       Interest in Securities of the Issuer.

 

Items 5(a)-(b) 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 0.9% of the issued and outstanding Units. Brookfield Asset Management Inc. (BAM) may be deemed to be the beneficial owner of 76,188,316 Units and Partners Limited (Partners) may be deemed to be the beneficial owner of 79,801,762 Units (including the Units beneficially owned by BAM and PVI LP), and such Units constitute approximately 19.4% and 20.4%, respectively, of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 44,218,276 Units beneficially owned by Brookfield Property Group Holdings S.a.r.l. (SARL), 5,425,145 Units beneficially owned by BPG Holdings Group (US) Holdings Inc. (BPGHG(US)), 720,064 Units beneficially owned by BPY (2013) Corp. (BPY (2013)), 75,000 Units beneficially owned by Brookfield Global Property Advisor Limited (BG PAL), and 25,749,831 Units beneficially owned by BPGH Sub. BAM also expects to complete a transaction that will result in it indirectly holding 3,037,480 shares of Brookfield Property REIT Inc. (BPR) Class A Stock in exchange for an equal number of Units. The BPR shares are exchangeable on a one-for-one basis into Units at any time in accordance with the terms of the BPR certificate of incorporation, and accordingly, BAMs beneficial ownership of Units will not change as a result of the transaction.

 

In addition, BAM holds, through Brookfield US Corporation (BUSC), BPY I L.P., BPGHG(US), SARL, BPG Holdings I L.P., BPG Holdings II L.P., BPG Holdings III L.P., BPG Holdings IV L.P., BPG Holdings Alberta L.P., BPG Investment Holdings L.P., BPG Finance Investor L.P. and BPGUSH L.P. (Ontario), an aggregate of 432,649,105 redemption-exchange units of Brookfield Property L.P. (Property LP). Such redemption-exchange units held indirectly by BAM represent 100% of the redemption-exchange units of Property LP and approximately 52.5% 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 508,837,421 Units and Partners may be deemed to be the beneficial owner of 512,450,867 Units, and such Units would constitute approximately 61.7% and 62.1%, respectively, of the issued and outstanding Units.

 

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.

 

20


 

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:

 

Transaction Date

 

Reporting Person

 

Units Acquired

 

Price Per Share(1)

 

Description of Transaction

 

September 5, 2018

 

BPGH Sub Inc.

 

771,000

 

$

19.4472

 

Open Market Purchase

 

September 6, 2018

 

BPGH Sub Inc.

 

449,537

 

$

19.3997

 

Open Market Purchase

 

September 7, 2018

 

BPGH Sub Inc.

 

481,246

 

$

19.5846

 

Open Market Purchase

 

September 10, 2018

 

BPGH Sub Inc.

 

57,780

 

$

19.6393

 

Open Market Purchase

 

September 14, 2018

 

BPGH Sub Inc.

 

2,283

 

$

19.7105

 

Open Market Purchase

 

September 17, 2018

 

BPGH Sub Inc.

 

740,389

 

$

20.1314

 

Open Market Purchase

 

September 18, 2018

 

BPGH Sub Inc.

 

985,800

 

$

20.2736

 

Open Market Purchase

 

September 19, 2018

 

BPGH Sub Inc.

 

985,200

 

$

20.2471

 

Open Market Purchase

 

 


(1) Excluding commissions.

 

21


 

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: September 21, 2018

 

 

BROOKFIELD ASSET MANAGEMENT INC.

 

 

 

 

By:

/s/ Justin B. Beber

 

 

Name:

Justin B. Beber

 

 

Title:

Chief Legal Officer and Corporate Secretary

 

 

 

 

PARTNERS LIMITED

 

 

 

 

By:

/s/ Brian Lawson

 

 

Name:

Brian Lawson

 

 

Title:

President

 

 

 

 

PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC.

 

 

 

 

By:

/s/ Adil Mawani

 

 

Name:

Adil Mawani

 

 

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/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

22


 

 

BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice 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

 

 

 

 

BPG HOLDINGS I L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

 

 

 

BPG HOLDINGS II L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

 

 

 

BPG HOLDINGS III L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

 

 

 

BPG HOLDINGS IV L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

23


 

 

BPG HOLDINGS ALBERTA L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

 

 

 

 

BPG INVESTMENT HOLDINGS L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

 

 

 

 

BPG FINANCE INVESTOR L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

 

 

 

 

BPGUSH L.P. (ONTARIO), by its general partner, BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

 

 

 

 

BPY (2013) CORP.

 

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

 

 

 

 

BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

 

 

 

 

By:

/s/ Philippa Elder

 

 

Name:

Philippa Elder

 

 

Title:

Director and Secretary

 

 

 

 

 

BPGH SUB INC.

 

 

 

 

 

By:

/s/ Sujoy Gupta

 

 

Name:

Sujoy Gupta

 

 

Title:

Vice President

 

24