Amended Statement of Beneficial Ownership (sc 13d/a)
April 22 2016 - 5:20PM
Edgar (US Regulatory)
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. 15)*
Canadian
Pacific Railway Limited
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
13645T100
(CUSIP Number)
Stephen
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:
Alan J. Sinsheimer, Esq.
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)
April 22, 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.
*
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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.
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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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CUSIP No. 13645T100
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Page 2 of 7 Pages
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1
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NAME OF
REPORTING PERSON
Pershing Square Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
9,840,890
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
9,840,890
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,840,890
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.4% (1)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IA
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(1)
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This calculation is based on 153,059,426 common shares, no par value (
Common Shares
), of Canadian Pacific Railway Limited (the
Issuer
) outstanding as of April 18, 2016 as
reported in the Quarterly Report on Form 10-Q, filed by the Issuer on April 20, 2016 (the
10-Q
).
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CUSIP No. 13645T100
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Page 3 of 7 Pages
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1
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NAME OF
REPORTING PERSON
PS Management GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
9,840,890
|
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
|
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SHARED DISPOSITIVE POWER
9,840,890
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,840,890
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.4% (2)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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(2)
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This calculation is based on 153,059,426 Common Shares outstanding as reported in the 10-Q.
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CUSIP No. 13645T100
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Page 4 of 7 Pages
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1
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NAME OF
REPORTING PERSON
William A. Ackman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
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SHARED VOTING POWER
9,840,890
|
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
|
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SHARED DISPOSITIVE POWER
9,840,890
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,840,890
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.4% (3)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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(3)
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This calculation is based on 153,059,426 Common Shares outstanding as reported in the 10-Q
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This Amendment No. 15 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 1. Security and Issuer.
Item 1 of the Original 13D is amended and supplemented as follows:
The Reporting Persons beneficially own an aggregate of 9,840,890 Common Shares (the
Subject Shares
).
Item 5. Interest in the Securities of the Issuer.
Items 5(a) and (b) of the Original 13D are amended and restated as follows:
(a), (b)
Based upon the Quarterly Report on Form 10-Q, filed by
the Issuer on April 20, 2016, there were 153,059,426 Common Shares outstanding as of April 18, 2016.
Based on the foregoing, the Subject Shares
beneficially owned by the Reporting Persons represent approximately 6.4% of the Common Shares outstanding.
Pershing Square, as the investment adviser to
the Pershing Square Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Pershing Square, PS Management may be deemed
to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. By virtue of William A. Ackmans position as the Chief Executive Officer of Pershing Square and
managing member of PS Management, William A. Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, William A. Ackman may be
deemed to be the beneficial owner of the Subject Shares.
As of the date hereof, none of the Reporting Persons own any Common Shares other than the
Subject Shares covered in this Statement.
Item 5(c) of the Original 13D is amended and supplemented as follows:
(c)
Exhibit 99.1 to Amendment No. 15, which is
incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in Common Shares and options or other derivatives relating to Common Shares that were effected in the past 60 days.
Item 7. Material to be Filed as Exhibits.
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Exhibit
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Description
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99.1
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Trading data
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5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 22, 2016
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PERSHING SQUARE CAPITAL
MANAGEMENT, L.P.
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By:
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PS Management GP, LLC,
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its General Partner
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By:
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/s/ William A. Ackman
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Name:
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William A. Ackman
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Title:
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Managing Member
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PS MANAGEMENT GP, LLC
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By:
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/s/ William A. Ackman
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Name:
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William A. Ackman
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Title:
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Managing Member
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/s/ William A. Ackman
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William A. Ackman
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6
EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Trading data
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7
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