UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)

 

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)

 

March 26, 2020

(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)

 


 

CUSIP No. G16249107

SCHEDULE 13D

 

 

 

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
522,785,158*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
522,785,158*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
522,785,158*

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
59.5%**

 

 

14

Type of Reporting Person
CO

 


*                 This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.

**          Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020, (2) 432,649,105 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person and (3) 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc owned by the Reporting Person.

 

2


 

CUSIP No. G16249107

SCHEDULE 13D

 

 

 

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
526,398,604*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
526,398,604*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
526,398,604*

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
60.0%**

 

 

14

Type of Reporting Person
CO

 


*                 This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.

**          Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020, (2) 432,649,105 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person and (3) 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc owned by the Reporting Person.

 

3


 

CUSIP No. G16249107

SCHEDULE 13D

 

 

 

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)
0.8%**

 

 

14

Type of Reporting Person
PN

 


**   Based on a total of 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020.

 

4


 

SCHEDULE 13D

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BROOKFIELD PROPERTY GROUP HOLDINGS SUB 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
0

 

8

Shared Voting Power
40,048,497*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
40,048,497*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
40,048,497*

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
8.6%**

 

 

14

Type of Reporting Person
CO

 


*                 This amount includes 26,100,760 redemption-exchange units of Brookfield Property L.P.

**          Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 26,100,760 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

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
MANITOBA

 

 

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)
10.8%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 53,702,050 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

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)
1.6%**

 

 

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 (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 1,906,781 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

7


 

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)
11.9%**

 

 

14

Type of Reporting Person
PN

 


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

**       Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 60,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

8


 

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)
3.4%**

 

 

14

Type of Reporting Person
PN

 


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

**       Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 15,781,724 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

9


 

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)
10.4%**

 

 

14

Type of Reporting Person
PN

 


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

**       Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 51,419,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

10


 

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)
12.0%**

 

 

14

Type of Reporting Person
PN

 


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

**       Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 60,319,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

11


 

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)
10.2%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 50,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

12


 

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)
1.9%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 8,387,345 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

13


 

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)
13.8%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 71,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

14


 

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)
2.0%**

 

 

14

Type of Reporting Person
PN

 


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

**          Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 9,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

15


 

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 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020.

 

16


 

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 AND WALES

 

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 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020.

 

17


 

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
22,713,516

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
22,713,516

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,713,516

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
5.1%*

 

 

14

Type of Reporting Person
CO

 


*                 Based on a total of 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020.

 

18


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
Brookfield 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
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
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)
14.8%*

 

 

14

Type of Reporting Person
CO

 


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

**          Based on a total of (1) 442,248,044 limited partnership units of the Issuer issued and outstanding as of February 21, 2020 and (2) 25,032,269 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

19


 

EXPLANATORY NOTE

 

This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) is being filed to report open market purchases by one of the Reporting Persons, Brookfield Property Group Holdings Sub LP (“Sub LP”), 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. 10. This Amendment No. 10 also reflects certain inter-company transactions among the Reporting Persons and the addition of Brookfield US Holdings Inc. (“BUSHI”) as a Reporting Person.

 

2.                       Identity and Background.

 

Item 2 of Schedule 13D is hereby amended and supplemented as follows:

 

Schedules I, II, III, IV, V, VI, VII, VIII, IX, X and XI  hereto set forth a list of all the directors and executive officers, and their respective principal occupations, addresses, and citizenships, of Brookfield Asset Management Inc. (“BAM”), Partners Limited (“Partners”), PVI Management Inc., BUSHI, BPY GP Inc., BPG Holdings Group (US) Holdings Inc. (“BPGHG(US)”), BPG Holdings Group (US) GP Inc., BPY (2013) Corp. (“BPY (2013)”), Brookfield Global Property Advisor Limited (“BG PAL”), BPGH Sub Inc. (“BPGH Sub”) and Sub LP, respectively.

 

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 January 27, 2020 and March 27, 2020, Sub LP acquired an aggregate of 5,375,851 Units for aggregate consideration of US$46,471,937.32. Details of these purchases is set forth in Item 5(c). The source of funds used by Sub LP to purchase these additional Units was working capital of Sub LP.

 

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 0.8% of the issued and outstanding Units. BAM may be deemed to be the beneficial owner of 87,099,738 Units and Partners may be deemed to be the beneficial owner of 90,136,053 Units (including the Units beneficially owned by BAM and PVI LP), and such Units constitute approximately 19.7% and 20.4%, respectively, of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 5,425,145 Units beneficially owned by BPGHG(US), 720,064 Units beneficially owned by BPY (2013), 75,000 Units beneficially owned by BG PAL, 44,218,276 Units beneficially owned by BUSHI, 22,713,516 Units beneficially owned by BPGH Sub and 13,947,737 Units owned by Sub LP.

 

BAM also holds, through Brookfield Property Group LLC, 3,036,315 shares of Brookfield Property REIT Inc. (“BPYU”) Class A Stock. Holders of BPYU Class A Stock have the right to exchange each share of BPYU Class A Stock for one Unit, or the cash equivalent of one Unit, at the election of BPY. The BPYU Class A Stock owned by Brookfield Property Group LLC represent approximately 0.6% of the Units assuming that all of the shares of BPYU Class A Stock held by Brookfield Property Group LLC were exchanged for Units in accordance with the terms of the BPYU certificate of incorporation.

 

In addition, BAM holds, through BPY I L.P., BPY II L.P., BPGHG(US), BPGH Sub, 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., BPGUSH L.P. (Ontario), BUSHI and Sub LP, 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 51.4% of the Units assuming that all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism.

 

20


 

Assuming that (i) all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism, and (ii) all of the shares of BPYU Class A Stock held by Brookfield Property Group LLC were exchanged for Units in accordance with the terms of the BPYU certificate of incorporation, as of the date hereof, BAM may be deemed to be the beneficial owner of 522,785,158 Units and Partners may be deemed to be the beneficial owner of 526,398,604 Units, and such Units would constitute approximately 59.5% and 60.0%, 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.

 

(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 (US)(1)

 

Description of Transaction(3)

March 20, 2020

 

Brookfield Property Group Holdings Sub LP

 

998,937

 

$

 

9.0781

 

Open Market Purchase

March 23, 2020

 

Brookfield Property Group Holdings Sub LP

 

1,000,000

 

$

 

7.8707

 

Open Market Purchase

March 24, 2020

 

Brookfield Property Group Holdings Sub LP

 

999,900

 

$

 

8.0481

 

Open Market Purchase

March 25, 2020

 

Brookfield Property Group Holdings Sub LP

 

800,000

 

$

 

8.4374

 

Open Market Purchase

March 26, 2020

 

Brookfield Property Group Holdings Sub LP

 

800,000

 

$

 

9.6626

 

Open Market Purchase

March 27, 2020

 

Brookfield Property Group Holdings Sub LP

 

777,014

 

$

 

8.9964 

(2)

Open Market Purchase

 


(1) Excluding commissions.

(2) Based on the average daily rate of exchange as reported by the Bank of Canada on March 27, 2020 of C$1.00 = US$1.4056.

(3) All transactions were effected in the open market on either the Nasdaq Global Market or the Toronto Stock Exchange.

 

7.                       Material to be filed as Exhibits.

 

Item 7 of this Schedule 13D is hereby amended to add the following exhibits:

 

Exhibit 11. Joint Filing Agreement, dated as of March 31, 2020

 

21


 

SIGNATURE

 

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated: March 31, 2020

 

 

BROOKFIELD ASSET MANAGEMENT INC.

 

 

 

By:

/s/ Jessica Diab

 

 

Name:

Jessica Diab

 

 

Title:

Vice President

 

 

 

 

PARTNERS LIMITED

 

 

 

 

By:

/s/ Brian Lawson

 

 

Name:

Brian Lawson

 

 

Title:

President

 

 

 

 

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

 

 

 

 

By:

/s/ Leslie Yuen

 

 

Name:

Leslie Yuen

 

 

Title:

Director of Finance

 

 

 

 

BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

BPY I L.P., by its general partner, BPY GP INC.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

 

BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

 

 

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

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

22


 

 

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

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

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

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

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

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

 

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

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

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

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

 

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

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

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

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

23


 

 

BPY (2013) CORP.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

 

 

 

By:

/s/ Philippa Elder

 

 

Name:

Philippa Elder

 

 

Title:

Director and Secretary

 

 

 

 

 

BPGH SUB INC.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

 

BROOKFIELD US HOLDINGS INC.

 

 

 

By:

/s/ Katayoon Sarpash

 

 

Name:

Katayoon Sarpash

 

 

Title:

Vice President and Secretary

 

24


 

SCHEDULE I

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

M. Elyse Allan, Director

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Corporate Director

 

U.S.A. and Canada

Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Partner, Head of Corporate Strategy and Chief Legal Officer of BAM

 

Canada

Jeffrey M. Blidner, Vice Chairman and Director

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice Chairman of BAM

 

Canada

Angela F. Braly, Director

 

The Braly Group LLC
832 Alverna Drive, Indianapolis, Indiana 46260
U.S.A.

 

President & Founder, The Braly Group, LLC

 

U.S.A.

Jack L. Cockwell, Director

 

c/o 51 Yonge Street, Suite 400, Toronto, Ontario
M5E 1J1, Canada

 

Chairman of Brookfield Partners Foundation

 

Canada

Marcel R. Coutu, Director

 

c/o Suite 1210, 225 — 6th Ave. S.W., Calgary, Alberta
T2P 1N2 Canada

 

Corporate Director

 

Canada

Maureen Kempston Drakes, Director

 

10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada

 

Corporate Director of BAM and former President, Latin America, Africa and Middle East of General Motors Corporation

 

Canada

Murilo Ferreira, Director

 

Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro, RJ 22441-090

 

Former CEO of Vale SA

 

Brazil

J. Bruce Flatt, Director and Chief Executive Officer

 

One Canada Square, Level 25, Canary Wharf, London, E14 5AA, United Kingdom

 

Chief Executive Officer of BAM

 

Canada

Nicholas H. Goodman, Chief Financial Officer

 

c/o 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada

 

Chief Financial Officer of BAM

 

United Kingdom

Brian W. Kingston, Senior Managing Partner, Chief Executive Officer Real Estate

 

250 Vesey Street, 15th Floor, New York, NY 10281- 1023 U.S.A.

 

Managing Partner, Chief Executive Officer Real Estate

 

Canada

Brian D. Lawson, Vice Chair

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice Chairman of BAM

 

Canada

Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Partner, Chief Executive Officer Private Equity

 

Canada

Howard S. Marks, Director

 

333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.

 

Deputy Chairman, Oaktree Capital Management Inc.

 

U.S.A.

Frank J. McKenna, Director

 

TDCT Tower 161 Bay Street, 35th Floor, Toronto, Ontario M5J 2T2, Canada

 

Chair of BAM and Deputy Chair of TD Bank Group, Wholesale

 

Canada

Rafael Miranda, Director

 

C/Santiago de Compostela 100
28025 Madrid, Spain

 

Corporate Director

 

Spain

Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Managing Partner, Chief Executive Officer Alternative Investments

 

Canada

Lord Augustine Thomas O’Donnell, Director

 

Frontier Economics Limited
71 High Holborn
London, U.K. WC1V 6DA

 

Chairman, Frontier Economics Limited

 

United Kingdom

Lori Pearson, Managing Partner and Chief Operating Officer

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Managing Partner and Chief Operating Officer

 

Canada

Timothy R. Price, Director

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Corporate Director

 

Canada

 

25


 

Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Partner, Chief Executive Officer Infrastructure

 

Canada

Ngee Huat Seek, Director

 

501 Orchard Road, #08 — 01 Wheelock Place, Singapore 238880

 

Chairman, Global Logistic Properties

 

Singapore

Sachin Shah, Managing Partner, Chief Executive Officer Renewable Power

 

181 Bay Street, Suite 300
Toronto, Ontario, M5J 2T3, Canada

 

Managing Partner, Chief Executive Officer Renewable Power

 

Canada

Diana L. Taylor, Director

 

c/o Bloomberg Philanthropies
25 East 78th Floor
New York, N.Y. 10075

 

Corporate Director

 

U.S.A. and Canada

 

26


 

SCHEDULE II

 

PARTNERS LIMITED

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Lisa Chu, Treasurer

 

181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3 Canada

 

Senior Vice President — Finance, BAM

 

 

Jack. L. Cockwell, Director and Chairman

 

c/o 51 Yonge Street, Suite 400, Toronto, Ontario
M5E 1J1, Canada

 

Corporate Director

 

Canada

Loretta Corso, Secretary

 

181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada

 

Administrator and Corporate Secretary

 

Canada

Brian W. Kingston, Director

 

250 Vesey Street, 15th Floor
New York, New York
10281 U.S.A.

 

Managing Partner, Chief Executive Officer Real Estate

 

Canada

Brian D. Lawson, Director and President

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Vice Chairman of BAM

 

Canada

Cyrus Madon, Director

 

181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada

 

Managing Partner, Chief Executive Officer Private Equity

 

Canada

Samuel J.B. Pollock, Director

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Managing Partner, Chief Executive Officer Infrastructure

 

Canada

Timothy R. Price, Director

 

51 Yonge Street. Suite 400
Toronto, Ontario
M5E 1J1, Canada

 

Corporate Director

 

Canada

Sachin Shah, Director

 

181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada

 

Managing Partner, Chief Executive Officer Renewable Power

 

Canada

Tim Wang, Assistant Secretary (for banking purposes)

 

181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada

 

Manager, Capital Markets and Treasury, BAM

 

Canada

 

27


 

SCHEDULE III

 

PVI MANAGEMENT INC., as General Partner of

 

PARTNERS VALUE INVESTMENTS LP

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Loretta Corso, Secretary

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Corporate Secretarial Administrator of Brookfield

 

Canada

James L.R. Kelly, Director

 

Hwy. #26 West at 7th Line
P.O. Box 3394
Meaford, Ontario N4L 1A5

 

President, Earth Power Tractors and Equipment Inc.

 

Canada

Edward C. Kress, Director

 

51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1

 

Corporate Director

 

Canada

Brian D. Lawson, Director, President and Chief Executive Officer

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Vice Chair of BAM

 

Canada

Frank N.C. Lochan, Chairman and Director

 

15 Ennisclare Dr. E., Oakville, Ontario L6J 4N3

 

Corporate Director

 

Canada

Bryan Sinclair, Senior Associate

 

333 Bay Street, Suite 1610, Toronto, Ontario, M5H 2R2,

 

Vice President, Trisura Group Ltd.

 

Canada

Leslie Yuen, Director of Finance

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Vice President of BAM

 

Canada

Ralph J. Zarboni, Director

 

Rossiter Ventures Corporation
7357 Woodbine Ave., Suite 412
Markham, Ontario L3R 6L3

 

Chairman and Chief Executive Officer of EM Group Inc. and EM Plastic & Electric Products Limited

 

Canada

 

28


 

SCHEDULE IV

 

BROOKFIELD US HOLDINGS INC.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Thomas Corbett, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Finance, BAM

 

Canada

Karly Dyck, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Senior Vice President, BAM

 

Canada

Aleks Novakovic, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Partner, Tax, BAM

 

Canada

Katayoon Sarpash, Director, Vice President and Secretary

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Senior Vice President, BAM

 

Canada

Cam Ha, Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice President, Tax, BAM

 

Canada

Aaron Kline, Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Partner, Tax, BAM

 

Canada

 

29


 

SCHEDULE V

 

BPY GP INC., as General Partner of

 

BPY I L.P.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice President, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

30


 

SCHEDULE VI

 

BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice President, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

31


 

SCHEDULE VII

 

BPG HOLDINGS GROUP (US) GP INC., as General Partner of

 

each of the BPG Holdings LPs

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice President, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

32


 

SCHEDULE VIII

 

BPY (2013) CORP.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice President, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

33


 

SCHEDULE IX

 

BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

J. Bruce Flatt, Director, President and Chief Executive Officer

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Senior Managing Partner and Chief Executive Officer of BAM

 

Canada

Philippa Elder, Director

 

99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.

 

Senior Vice President, BAM

 

United Kingdom

Ralf Niklas Rank, Director and Chief Investment Officer

 

99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.

 

Chief Investment Officer

 

Canada and Germany

Connor David Teskey, Director

 

99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.

 

Managing Partner, BAM

 

Canada

Brian W. Kingston, Vice President

 

250 Vesey Street, 15th Floor, New York, NY 10281- 1023 U.S.A.

 

Managing Partner, BAM

 

Canada

 

34


 

SCHEDULE X

 

BPGH SUB INC.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice President, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

35


 

SCHEDULE XI

 

BPG HOLDINGS GROUP (US) GP INC, as General Partner of

 

BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice President, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

36


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