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. 10)*

Canadian Pacific Railway Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

13645T100

(CUSIP Number)

Roy J. Katzovicz, 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)

July 29, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The 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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This Amendment No. 10 relates to the Schedule 13D filed on October 28, 2011 and amended on November 22, 2011, December 1, 2011, December 13, 2011, January 24, 2012, February 22, 2012, April 2, 2012, May 18, 2012, January 3, 2013 and June 3, 2013 (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”); (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”); and (iv) William A. Ackman, a citizen of the United States of America (together with Pershing Square, PS Management and Pershing Square GP, 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 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original 13D is hereby amended and supplemented as follows:

PSH funded its July 1, 2013 rebalancing purchases from PS and PSIL referred to in Item 5 from its capital.

Item 4. Purpose of the Transaction.

Item 4 of the Original 13D is amended and supplemented as follows:

On July 29, 2013, the Issuer announced that it has enlarged its renewal preliminary base shelf prospectus to permit sales by the Pershing Square Funds of up to seven million Common Shares by way of one or more prospectus offerings. Pershing Square anticipates that any such sales would be in lieu of, not in addition to, the proposed sales Pershing Square previously announced it plans to make on the New York and Toronto stock exchanges.

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 Report of Foreign Issuer on Form 6-K, filed by the Issuer on July 24, 2013, there were 175,123,865 Common Shares outstanding as of July 24, 2013.

Based on the foregoing, the 24,159,888 Common Shares (the “Subject Shares”) beneficially owned by the Reporting Persons represent approximately 13.8% 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. As the general partner of PS and PS II, Pershing Square GP 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 8,301,091 Common Shares held for the account of PS and the 157,850 Common Shares held for the account of PS II. By virtue of William A. Ackman’s position as the Chief Executive Officer of Pershing Square and managing member of each of PS Management and Pershing Square GP, 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:

On July 1, 2013, as part of ordinary course rebalancing transactions among the Pershing Square Funds, PSH purchased 60,519 Common Shares from PS for an aggregate purchase price of $7,345,796 ($121.38 per share) and purchased 499,162 Common Shares from PSIL for an aggregate purchase price of $60,588,284 ($121.38 per share).

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original 13D is amended and supplemented as follows:

In connection with the Issuer’s enlargement of its renewal preliminary base shelf prospectus as described in Item 4, the Issuer entered into a registration rights agreement with Pershing Square on behalf of the Pershing Square Funds that is filed as Exhibit 99.1 to Amendment No. 10 and is incorporated by reference into this Item 6 as if restated in full.

Item 7. Material to be Filed as Exhibits.

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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: July 29, 2013

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EXHIBIT INDEX

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Exhibit 99.1

Execution Version

REGISTRATION RIGHTS AGREEMENT

Between

CANADIAN PACIFIC RAILWAY LIMITED

(the “Corporation”)

And

PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

(“Pershing Square”)

July 29, 2013

TABLE OF CONTENTS

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement is made on July 29, 2013 between Canadian Pacific Railway Limited (the “Corporation”), a corporation governed by the laws of Canada, and Pershing Square Capital Management, L.P. (“Pershing Square”), a Delaware limited partnership, on behalf of the undersigned investment funds managed by Pershing Square (each a “Holder”, and together the “Holders”).

WHEREAS the Corporation intends on filing a preliminary short form base shelf prospectus and a final short form base shelf prospectus (together, the “Base Prospectus”) with the Commissions (as hereinafter defined), and, in conjunction therewith, intends on filing a registration statement with the United States Securities and Exchange Commission (the “SEC”) on Form F-10 (the “Registration Statement”), covering the Registrable Securities (as hereinafter defined);

WHEREAS the parties desire to enter into this Agreement to provide inter alia for the right of the Holders to require the Corporation, from time to time, to prepare and file a preliminary prospectus supplement and a final prospectus supplement (together, a “Prospectus Supplement”) with the Commissions, and, in conjunction therewith, to prepare and file the Prospectus Supplement with the SEC, to permit the sale of the Registrable Securities in such manner as the Holders may designate on the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties agree as follows:

ARTICLE 1

INTERPRETATION

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

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The division of this Agreement into Articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to “section” or “subsection” followed by a number and/or a letter refer to the specified section of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement and not to any particular Article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

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All accounting terms not expressly defined herein shall be construed in accordance with United States generally accepted accounting principles, except where the context otherwise requires.

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

Except as otherwise expressly provided in this Agreement, any references to a statute or regulation shall be construed as a reference to such statute or regulation in effect on the date of this Agreement as it may be amended, re-enacted or superseded from time to time.

In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

ARTICLE 2

REGISTRATION RIGHTS

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Upon requesting a Demand Registration for an underwritten offering of Registrable Securities, the Holders shall, with the approval of the Corporation (not to be unreasonably withheld), select the investment banker(s) and manager(s) to effect the distribution in connection with such underwritten Demand Offering, it being acknowledged by the Holders that the participation of a registrant shall be required in Canada and a registered broker-dealer in the United States in connection with each underwritten Secondary Registration hereunder and it being further acknowledged that the investment banker(s) and/or manager(s) selected by the Holder must be of nationally recognized standing in the United States and/or Canada (as applicable). Notwithstanding the foregoing, the Holders acknowledge that the Corporation shall have the sole right to select the investment banker(s) and manager(s) to effect the distribution in connection with any Piggy Back Registration and shall have no obligation to consult with the Holders with respect to such selection.

Except as expressly provided below and in section 2.1(d), the Holders will pay all Registration Expenses; provided, that (i) the Corporation shall be solely responsible for

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the expenses related to the Base Prospectus and any other Registration Expenses that it would have incurred even in the absence of a request for a Secondary Registration under this Agreement (ii) the Corporation shall be solely responsible for the expenses payable in connection with registration of securities of the Corporation issuable in primary offerings by the Corporation (iii) Registration Expenses payable in connection with any Piggy Back Registration or any Demand Offering in which the Corporation offers unissued securities pursuant to Section 2.1(a) shall be allocated pro rata between the Holders and the Corporation, provided that, any Registration Expenses in respect of fees, disbursements and expenses payable to counsel of the Holders shall at all times be the sole responsibility of the Holders.

ARTICLE 3

REGISTRATION PROCEDURES

Upon receipt of a request from the Holders pursuant to section 2.1, the Corporation will, subject to section 2.1, effect the Secondary Registration as requested. In particular, the Corporation will, in each case as applicable:

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In connection with any Secondary Registration, the Holders shall:

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ARTICLE 4

DUE DILIGENCE; INDEMNIFICATION

In connection with the preparation and filing of a Prospectus Supplement as herein contemplated, the Corporation will give the Holders and the underwriter or underwriters of such distribution and their respective counsel, auditors and other representatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material relating to the Holders furnished to the Corporation in writing, which in the reasonable judgment of the Holders and its counsel should be included, and will, subject to the prior execution and delivery to the Corporation of reasonable confidentiality agreements, give each of them such reasonable and customary access to the Corporation’s books and records and such reasonable and customary opportunity to discuss the business of the Corporation with its officers and auditors as shall be necessary in the reasonable opinion of the Holders and the underwriter or underwriters and their respective counsel, and to conduct all reasonable and customary due diligence which the Holders and the underwriter or underwriters and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing, to the extent permitted by law, a due diligence defense as contemplated by the Securities Laws and in order to enable such underwriters to execute any certificate required to be executed by them in Canada or the United States for inclusion in each such document.

The Corporation agrees to indemnify, to the extent permitted by law, the Holders and each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective directors, officers, employees and agents and each Person who controls any Holder or any such underwriter (within the meaning of any applicable Securities Laws) against all losses, claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the Prospectus or the Registration Statement, any filing made in connection with the Registration under the securities or other “blue sky” rules or any

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amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon any misrepresentation or alleged misrepresentation in the Prospectus, the Registration Statement or any amendment thereto or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holder or the underwriter or underwriters which is not as a result of a failure or alleged failure of the Corporation to comply with applicable Securities Laws); and (iii) non-compliance by the Corporation with any of the Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been furnished to the Corporation by the Holders or the underwriter or underwriters expressly for use therein pursuant to subsection 3.2(a) or Section 4.1; (B) caused by the Holders’ or any underwriter’s failure to deliver to a purchaser of Designated Registrable Securities, a copy of the Prospectus or the Registration Statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws in a manner which is not a result of a failure or alleged failure of the Corporation to comply with applicable Securities Laws or (C) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Corporation, which consent shall not be unreasonably withheld or delayed.

The Holders agree to indemnify, to the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective directors, officers, employees and agents and each Person who controls such underwriter (within the meaning of any applicable Securities Laws) against all losses, claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the Prospectus or the Registration Statement, any filing made in connection with the Registration under the securities or other “blue sky” rules or any amendment thereto which has been furnished to the Corporation by the Holders in writing expressly for use therein pursuant to subsection 3.2(a) or Section 4.1 which at the time and in light of the circumstances under which it was made contains a misrepresentation or alleged misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the Prospectus or Registration Statement or any amendment thereto based upon any information or statement which

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has been furnished to the Corporation by the Holders in writing expressly for use therein pursuant to subsection 3.2(a) or Section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the Holders which is not as a result of a failure or alleged failure of the Corporation to comply with applicable Securities Laws; and (iii) the Holders’ failure to deliver to a purchaser of Designated Registrable Securities, a copy of the Prospectus or the Registration Statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws in a manner which is not a result of a failure or alleged failure of the Corporation to comply with applicable Securities Laws, except in the case of any of the foregoing insofar as (A) caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Registrable Securities a copy of the Prospectus or the Registration Statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; (B) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Holders, which consent shall not be unreasonably withheld or delayed.

Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel satisfactory to the indemnified party, acting reasonably. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party may settle any claims without the express written consent of an indemnified party (such consent not to be unreasonably withheld where such consent does not contain any admission of liability).

The indemnification provided for under this Agreement will survive the expiry of this Agreement and will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified

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party and will survive any transfer of securities pursuant thereto. In the event the indemnification is unavailable in whole or in part for any reason under this section 4.2, the Corporation and the Holders shall contribute to the aggregate of all losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the Corporation and the Holders in connection with the event giving rise to liability.

The Corporation hereby acknowledges and agrees that, with respect to this Section 4.2, each Holder is contracting on its own behalf and as agent for the other indemnified persons referred to in Section 4.2(a). In this regard, each Holder will act as trustee for such indemnified persons of the covenants of the Corporation under this Section 4.2 with respect to such indemnified persons and accepts these trusts and will hold and enforce those covenants on behalf of such indemnified persons.

The Holders hereby acknowledge and agree that, with respect to this Section 4.2, the Corporation is contracting on its own behalf and as agent for the other indemnified persons referred to in Section 4.2(b). In this regard, the Corporation will act as trustee for such indemnified persons of the covenants of the Holders under this Section 4.2 with respect to such indemnified persons and accepts these trusts and will hold and enforce those covenants on behalf of such indemnified persons.

ARTICLE 5

LOCK-UP AGREEMENT

With respect to any Secondary Registration and offering of Designated Registrable Securities that takes the form of an underwritten public offering, the Corporation shall not (except as part of such offering) effect any transfer of Common Shares, or any securities convertible into or exchangeable or exercisable for such Common Shares (except pursuant to a Registration Statement on Form S-8), during the period beginning on the date the Holders deliver their request pursuant to Section 2.1 and ending on the date that is 90 days after date of the final prospectus supplement relating to such offering, except as part of such Secondary Registration. Upon request by the underwriters or dealers (as the case may be), the Corporation shall, from time to time, enter into customary lock-up agreements (“Lock-up Agreements”) on terms consistent with the preceding sentence.

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With respect to each relevant offering, the Corporation shall use its reasonable best efforts to cause all of its officers, directors and holders of more than 5% of the Common Shares (or any securities convertible into or exchangeable or exercisable for such Common Shares) (but excluding any Holder) to execute lock-up agreements that contain restrictions that are no less restrictive than the restrictions contained in the Lock-up Agreements executed by the Corporation.

In respect of any offering of securities by the Corporation, upon request by the underwriters or dealers (as the case may be) in connection with such offering, the Holders agree to execute customary lock-up agreements, in each case for a period ending no later than 90 days, or such other term as the underwriters may reasonably request consistent with lock-up agreements entered into by the officers and directors of the Corporation, after date of the final prospectus supplement relating to such offering, on terms required by the underwriters and consistent with those entered into by the officers and directors of the Corporation.

ARTICLE 6

GENERAL

In connection with any sales of Common Shares held by the Holders, until the Holders are no longer Affiliates of the Corporation, the Holders agree to comply with the Corporation’s blackout period policies applicable to officers and directors of the Corporation.

The Corporation represents and warrants to the Holders that it has not entered into, and covenants with the Holders that it will not enter into, any agreement granting registration rights in respect of any equity securities of the Corporation which is inconsistent with or violates the rights granted to the Holders pursuant to this Agreement.

Any Person having rights under any provision of this Agreement will be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

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This Agreement shall not be amended or varied in its terms by oral agreement or by representations or otherwise without the prior written consent of each of the Corporation and the Holders.

This Agreement and the rights and obligations of the parties hereto shall bind and enure to the benefit of each of the parties hereto, the other parties indemnified under Section 4.2 and their respective successors. Neither party shall have the right to transfer or assign any of its rights or obligations under this Agreement.

This Agreement shall expire upon the earlier of:

provided that in all cases the obligations of the parties under section 4.2 hereof shall survive the expiry of this Agreement.

If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement, and the balance of this Agreement shall be enforceable in accordance with its terms.

No delay or omission to exercise any rights, power or remedy accruing to any party to this Agreement, upon the breach or default of the other party shall impair any such rights, power or remedy of such non-breaching party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of the party of any

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provisions or conditions of this Agreement, must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to the parties, shall be cumulative and not alternative.

The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

All notices, requests, demands or other communications required or permitted to be given by one party to another under this Agreement shall be given in writing and delivered by personal delivery or delivery by recognized commercial courier, sent by facsimile, email or delivered by registered mail, postage prepared, addressed as follows:

Pershing Square Capital Management, L.P.

888 Seventh Avenue

42nd Floor

New York, NY 10019

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or at such other address, email or fax number of which the addressee may from time to time may notify the addressor. Any notice delivered by personal delivery or by courier to the Party to whom it is addressed as provided above shall be deemed to have been given and received on the day it is so delivered at such address. If such day is not a Business Day, or if the notice is received after 4:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the next Business Day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the sixth Business Day following the date of its mailing. In the event of any disruption, strike or interruption in the Canadian or United States’ postal service after mailing and prior to receipt and deemed receipt of any such notice, notice will be deemed to be received on the sixth Business Day following full resumption of the postal service. Any notice transmitted by facsimile or email shall be deemed to have been given and received on the day in which transmission is confirmed. If such day is not a Business Day or if the facsimile or email transmission is received after 4:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the first Business Day after its transmission.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

By the Corporation

[Signature page for Registration Rights Agreement]

[Signature page for Registration Rights Agreement]