SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 15)

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)

January 3, 2021

(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.  ☐

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)  ☐    (b)  ☒
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) ☐
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 600,997,978*
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 600,997,978*
11	Aggregate Amount Beneficially Owned by Each Reporting Person 600,997,978*
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 67.5%**
14	Type of Reporting Person
	CO

* This amount includes 451,365,017 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020, (2) 451,365,017 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.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons PARTNERS LIMITED
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
6	Citizenship or Place of Organization CANADA
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7	Sole Voting Power 36,452
		8	Shared Voting Power 604,611,424*
		9	Sole Dispositive Power 36,452
		10	Shared Dispositive Power 604,611,424*
11	Aggregate Amount Beneficially Owned by Each Reporting Person 604,647,876*
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 67.9%**
14	Type of Reporting Person
	CO

* This amount includes 451,365,017 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020, (2) 451,365,017 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.

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)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 0.8%**
14	Type of Reporting Person
	PN

* Partners Value Investments LP has sole voting and dispositive power through its 100% owned subsidiary, Partners Value Investments Inc.

** Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 8.7%**
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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 26,100,760 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BROOKFIELD PROPERTY GROUP LLC
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
6	Citizenship or Place of Organization DELAWARE
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7	Sole Voting Power 0
		8	Shared Voting Power 3,036,315*
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,036,315*
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,036,315*
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.7%**
14	Type of Reporting Person
	OO

* Represents shares of Class A Stock of Brookfield Property REIT Inc.

** Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPY I L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 11.0%**
14	Type of Reporting Person
	PN

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

** Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 53,702,050 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPG HOLDINGS GROUP (US) HOLDINGS INC.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 1.7%**
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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 1,906,781 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPG HOLDINGS I L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 12.1%**
14	Type of Reporting Person
	PN

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

** Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 60,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPG HOLDINGS II L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 3.5%**
14	Type of Reporting Person
	PN

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

** Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 15,781,724 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPG HOLDINGS III L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 10.6%**
14	Type of Reporting Person
	PN

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

** Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 51,419,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPG HOLDINGS IV L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 12.2%**
14	Type of Reporting Person
	PN

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

** Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 60,319,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPGH NEW HLP HOLDINGS LP
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 18,715,912*
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 18,715,912*
11	Aggregate Amount Beneficially Owned by Each Reporting Person 18,715,912*
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 4.1%**
14	Type of Reporting Person
	PN

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

** Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 18,715,912 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPG HOLDINGS ALBERTA L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 10.3%**
14	Type of Reporting Person
	PN

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

** Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 50,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPG INVESTMENT HOLDINGS L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 8,387,345 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPG FINANCE INVESTOR L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 14.0%**
14	Type of Reporting Person
	PN

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

** Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 71,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPGUSH L.P. (ONTARIO)
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 9,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPY (2013) CORP.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 0.2%*
14	Type of Reporting Person
	CO

* Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 0.02%*
14	Type of Reporting Person
	PN

* Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPGH SUB INC.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 5.2%*
14	Type of Reporting Person
	CO

* Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BROOKFIELD US HOLDINGS INC.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
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 ☐
13	Percent of Class Represented by Amount in Row (11) 15.0%*
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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 25,032,269 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BPGUSH NEW SUBCO LP
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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 28,762,898
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 28,762,898
11	Aggregate Amount Beneficially Owned by Each Reporting Person 28,762,898
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.6%*
14	Type of Reporting Person
	PN

* Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BROOKFIELD REAL ESTATE PARTNERS (A) SIB L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
6	Citizenship or Place of Organization DELAWARE
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7	Sole Voting Power 0
		8	Shared Voting Power 9,519,641
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 9,519,641
11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,519,641
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.2%*
14	Type of Reporting Person
	PN

* Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BROOKFIELD REAL ESTATE PARTNERS (Q) SIB L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
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) ☐
6	Citizenship or Place of Organization DELAWARE
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7	Sole Voting Power 0
		8	Shared Voting Power 13,376,929
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 13,376,929
11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,376,929
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 3.1%*
14	Type of Reporting Person
	PN

* Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020.

CUSIP No. G16249107 SCHEDULE 13D

1	Names of Reporting Persons BROOKFIELD REAL ESTATE PARTNERS (K) SIB HOLDINGS L.P.
2	Check the Appropriate Box if a Member of a Group (a)  ☐    (b)  ☒
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization CAYMAN ISLANDS
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7	Sole Voting Power 0
		8	Shared Voting Power 7,837,440
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 7,837,440
11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,837,440
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.8%*
14	Type of Reporting Person
	PN

* Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020.

EXPLANATORY NOTE

This Amendment No. 15 to Schedule 13D (this “Amendment No. 15”) is being filed with respect to the limited partnership units (the “Units”) of Brookfield Property Partners L.P. (the “Issuer” or “BPY”).

Information reported and defined terms used in the original Schedule 13D, as amended to the date hereof (this “Schedule 13D”), remain in effect except to the extent that they are amended or superseded by information or defined terms contained in this Amendment No. 15.

3. Source and Amendment of Funds or Other Consideration.

Item 3 of this Schedule 13D is hereby supplemented to include the following information:

The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.

4. Purpose of the Transaction.

Item 4 of this Schedule 13D is hereby supplemented to add the following:

On January 3, 2021, Brookfield Asset Management Inc. (“BAM”) submitted a preliminary non-binding letter (the “Proposal Letter”) to the board of directors of the general partner of the Issuer proposing a transaction for BAM to acquire all of the outstanding Units of the Issuer, other than those Units currently held by BAM and its affiliates (the “Proposal”), at a price of $16.50 per Unit. Each unitholder can elect to receive, any of $16.50 in cash, 0.40 class A limited voting shares of BAM (“Brookfield Shares”), or 0.66 BPY preferred units with a liquidation preference of $25 per unit (subject to proration) per unit. Proration will be based on a maximum cash consideration of $2.95 billion (50% of the total value), a maximum of 59.5 million Brookfield Shares and a maximum value of $500 million of BPY preferred units. If unitholders collectively elect to receive in excess of $500 million BPY preferred units, the amount of BPY preferred units can increase to a maximum of $1.0 billion, offset against the maximum amount of Brookfield Shares. The maximum amount of cash consideration would not be affected. A copy of the Proposal Letter is attached hereto as Exhibit 13.

On January 4, 2021, BAM issued a press release (the “Press Release”) announcing the Proposal, a copy of which is attached hereto as Exhibit 14.

The Reporting Persons and their affiliates may at any time, or from time to time, acquire additional Units or dispose of their Units; propose, pursue, or choose not to pursue the Proposal; change the terms of the Proposal, including the price, form of consideration, conditions, or scope of the transaction.

While the Proposal remains under consideration or negotiation by the Issuer and the board of directors of its general partner (including the independent committee), the Reporting Persons and/or their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Issuer and the board of directors of its general partner (including the independent committee) or their respective representatives. These negotiations may include changes to the terms of the Proposal, including the consideration. The Reporting Persons do not intend to update additional disclosures regarding the Proposal until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. or Canadian securities laws.

The Proposal Letter provides that it does not create any legally binding obligations and that no such obligations will exist unless and until mutually acceptable definitive documentation has been executed and delivered. No binding obligation on the part of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Amendment No. 15.

Other than as described above and in the Proposal Letter, none of the Reporting Persons has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although they and their affiliates reserve the right to formulate such plans or proposals in the future. If the proposed transaction is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and

depending on market conditions and other factors may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The foregoing descriptions of the Proposal Letter and the Press Release do not purport to be complete and are qualified in their entirety by reference to the Proposal Letter and the Press Release, respectively, filed herewith.

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

Item 6 of this Schedule 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 above.

7. Materials to be Filed as Exhibits.

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

Exhibit 13. Letter to the Board of Directors, dated January 3, 2021.

Exhibit 14. Press Release, dated January 4, 2021.

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: January 4, 2021

BROOKFIELD ASSET MANAGEMENT INC.
By:	/s/ Katayoon Sarpash
	Name:   Katayoon Sarpash
	Title:     Senior 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
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
BPGH NEW HLP HOLDINGS LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:	/s/ Christopher Wong
	Name:   Christopher Wong
	Title:     Vice President
BPGUSH NEW SUBCO LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC.
	/s/ Christopher Wong
	Name:   Christopher Wong
	Title:     Vice President
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
BROOKFIELD REAL ESTATE PARTNERS (A) SIB L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (A) SIB GP LIMITED
By:	/s/ Jane Sheere
	Name:   Jane Sheere
	Title:     Secretary
BROOKFIELD REAL ESTATE PARTNERS (Q) SIB L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (Q) SIB GP LIMITED
By:	/s/ Jane Sheere
	Name:   Jane Sheere
	Title:     Secretary
BROOKFIELD REAL ESTATE PARTNERS (K) SIB HOLDINGS L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (K) GP LIMITED
By:	/s/ Jane Sheere
	Name:   Jane Sheere
	Title:     Secretary
BROOKFIELD PROPERTY GROUP LLC
By:	/s/ Brett Fox
	Name:   Brett Fox
	Title:     Managing Partner

EX-13

Exhibit 13

January 3, 2021

DELIVERY VIA EMAIL

Lou Maroun

Chairman, Governance and Nominating Committee

Brookfield Property Partners Limited

Hamilton, Bermuda

Email: ljmaroun@sigmarea.com

Re: Proposed Acquisition of Brookfield Property Partners LP

Dear Lou:

Brookfield Asset Management Inc. (“Brookfield”) is pleased to submit the following non-binding proposal for the acquisition of all of the outstanding equity units of Brookfield Property Partners LP (“BPY” or the “Partnership”) not currently owned by Brookfield and its affiliates (the “Units”). It is Brookfield’s desire to proceed with a transaction with the support of the Board of Directors of the Partnership’s general partner.

We would propose to acquire all of the Units for a price of US$16.50 per Unit. Each unitholder can elect to receive, any of $16.50 in cash, 0.40 Class A limited voting shares of Brookfield (“Brookfield Shares”), or 0.66 of BPY preferred units with a liquidation preference of $25 per unit (subject to pro-ration) per Unit. Pro-ration will be based on a maximum cash consideration of $2.95 billion (50% of the total value), a maximum of 59.5 million Brookfield Shares and a maximum value of $500 million of BPY preferred units. If unitholders collectively elect to receive in excess of $500 million BPY preferred units, the amount of BPY preferred units can increase to a maximum of $1.0 billion, offset against the maximum amount of Brookfield Shares. The maximum amount of cash consideration would not be affected.

The $16.50 per unit price represents a premium of 14.9% and 14.0%, respectively, to the closing price of the Units on the Toronto Stock Exchange (“TSX”) and Nasdaq Stock Market (“Nasdaq”) on December 31, 2020. This price also represents a premium of 8.9% and 29.4%, respectively, to the 30-day and 180-day volume-weighted average price of the Units on the Nasdaq.

Brookfield will ensure that holders of the Class A Stock, par value $0.01 per share, of Brookfield Property REIT Inc. (“BPYU”) will be entitled to receive the same per share consideration as BPY unitholders under the proposal upon exchange of their shares into Units. Brookfield is not proposing to acquire other securities of BPY and its subsidiaries, which are expected to remain outstanding.

We believe that:

• The $16.50 per unit price represents a premium of 14.9% and 14.0%, respectively, to the closing price of the Units on the TSX and Nasdaq on December 31, 2020. This price also represents a premium of 8.9% and 29.4%, respectively, to the 30-day and 180-day volume-weighted average price of the Units on the Nasdaq.

• BPY’s unit price hit an all-time low of $7.10 in March 2020 when concerns and uncertainty related to the COVID-19 pandemic were at their apex.

• The transaction presents an excellent opportunity for BPY’s public unitholders to either monetize their units in cash at a premium to recent trading prices, continue to invest with Brookfield in the upside of the portfolio via Brookfield shares or select BPY preferred units designed for income-oriented investors who would like to maintain similar dividend income which they receive from BPY today in a preferred instrument based on what is best for them.

We would ask that the Board of Directors of the Partnership’s general partner promptly begin a process to review the proposal and appoint a Special Committee of independent directors to commission an independent valuation of the Units. In the meantime, we would like to work with representatives of the Partnership regarding an acquisition structure that would be mutually beneficial to the Partnership and its unitholders, as well as to Brookfield.

We would seek to enter into a definitive agreement with the Partnership governing the terms of the proposed transaction as soon as possible thereafter. The agreement would be in a form that is customary in the circumstances and would include, among other terms, provisions for support of the transaction and limited representations, warranties, covenants and conditions to closing.

We would also like to take this opportunity to confirm that we are interested only in acquiring the Units at this time and are not prepared to pursue any alternative transaction which would result in the selling of our interest in the Partnership or the acquisition by a third party of the Units of the Partnership we do not already own.

Further, in accordance with our timely disclosure obligations, we will be issuing a press release describing our proposal pre-market tomorrow morning, a copy of which is enclosed for your reference. As required by applicable law, we intend to promptly file an amended Schedule 13D (and corresponding “early warning” report) reflecting our having made this proposal.

This letter does not constitute a binding agreement between us, nor does it impose any binding obligations or liabilities on either of us. Any binding agreement or obligation with respect to the proposed transaction would arise only upon the execution of a definitive agreement.

We hope that we are able to advance this process as quickly as reasonably practicable to minimize uncertainty for the Partnership and its unitholders, employees and other stakeholders. We trust that you will see the merits of this proposal and we look forward to working with the Partnership, its Board and Special Committee.

Yours very truly,

/s/ J. Bruce Flatt

J. Bruce Flatt

Chief Executive Officer

EX-14

Exhibit 14

Brookfield Asset Management and Institutional Partners Propose to Acquire 100% of the Units of Brookfield Property Partners Not Owned by Brookfield for $5.9 Billion

January 04, 2021

All dollar references are in U.S. dollars, unless noted otherwise.

BROOKFIELD NEWS, Jan. 04, 2021 (GLOBE NEWSWIRE) -- Brookfield Asset Management Inc. (“Brookfield”) (NYSE: BAM; TSX: BAM.A) with institutional partners announced today that it has made a proposal to Brookfield Property Partners L.P. (“BPY”) (NASDAQ: BPY; TSX: BPY.UN) to acquire all of the limited partnership units of BPY that it does not already own (“BPY units”) at a value of $16.50 per BPY unit, or $5.9 billion in total value.

Subject to pro-ration, BPY unitholders would have the ability to elect to receive, per BPY unit, $16.50 in cash, 0.40 Brookfield Class A shares, or 0.66 of BPY preferred units with a liquidation preference of $25.00 per unit. Pro-ration will be based on a maximum cash consideration of $2.95 billion (50% of the total value of the units), a maximum of 59.5 million Brookfield shares (42% of the total value of the units), and a maximum value of $500 million of BPY preferred units (8% of the total value of the units). If unitholders collectively elect to receive in excess of $500 million BPY preferred units, the amount of BPY preferred units can increase to a maximum of $1.0 billion, offset against the maximum amount of Brookfield shares. The maximum amount of cash consideration would not be affected.

The $16.50 per unit price represents a premium of 14.9% and 14.0%, respectively, to the closing price of the BPY units on the TSX and Nasdaq on December 31, 2020. This price also represents a premium of 8.9% and 29.4%, respectively, to the 30-day and 180-day volume-weighted average price of the BPY units on the Nasdaq.

Nick Goodman, CFO of Brookfield Asset Management stated, “The offer presents an excellent opportunity for BPY unitholders to either monetize their units in cash at a premium to recent trading prices, continue to invest with us in the upside of the portfolio via Brookfield shares, or select BPY preferred units designed for income-oriented investors who would like to maintain similar dividend income which they receive from BPY today in a preferred instrument, based on what is best for them.”

He continued, “The privatization will allow us to have greater flexibility in operating the portfolio and realizing the intrinsic value of BPY’s high-quality assets.”

Brookfield will ensure that holders of the Class A stock of Brookfield Property REIT Inc. (NASDAQ: BPYU) will be entitled to receive the same per share consideration as BPY unitholders under the proposal upon exchange of their shares into BPY units. It is also expected that the BPYU 6.375% Series A Cumulative Redeemable Preferred stock would be redeemed at its par value of $25.00 per share in connection with the proposed transaction. Brookfield is not proposing to acquire other securities of BPY and its subsidiaries, which are expected to remain outstanding.

Process

Brookfield has presented its proposal to the board of directors of the general partner of BPY and has asked the board to begin a process to review the proposal and appoint a special committee of independent directors to commission an independent valuation of the BPY units. Once the valuation is available, Brookfield would seek to enter into a definitive agreement with BPY with respect to the proposed transaction

for presentation to unitholders.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. There is no certainty that the proposed transaction will proceed or be consummated.

About Brookfield Asset Management

Brookfield Asset Management is a leading global alternative asset manager with approximately US$575 billion of assets under management across real estate, infrastructure, renewable power, private equity and credit. Brookfield owns and operates long-life assets and businesses, many of which form the backbone of the global economy. Utilizing its global reach, access to large-scale capital and operational expertise, Brookfield offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors.

Brookfield Asset Management is listed on the New York and Toronto stock exchanges under the symbols BAM and BAM.A, respectively.

For more information, please contact:

Communications & Media	Investor Relations
Kerrie McHugh	Linda Northwood
Tel: +1212 618-3469	Tel: +1 416 359-8647
Email: kerrie.mchugh@brookfield.com	Email: linda.northwood@brookfield.com

Forward-Looking Statements

Note: This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. The word “will” and derivations thereof and other expressions that are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements.

Forward-looking statements in this news release include statements with respect to the proposal described in this new release, the expected benefits thereof, and the prospect of its completion. Although Brookfield believes that such forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Brookfield to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions in the countries in which we do business or may do business; the behavior of financial markets, including fluctuations in interest and exchange rates; availability of equity and debt financing; and other risks and factors as detailed from time to time in Brookfield’s Annual Report on Form 40-F filed with the Securities and Exchange Commission as well as other documents filed by Brookfield with the securities regulators in Canada and the United States.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to Brookfield, investors and

others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, Brookfield undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

Additional Information and Where to Find It

Should the proposed transaction go forward, Brookfield intends to file a Transaction Statement on Schedule 13E-3 and other related documents (the “Transaction Documents”) with the Securities and Exchange Commission (“SEC”) in connection with the transaction. The Transaction Documents also will be filed with the Canadian securities regulatory authorities. Security holders and investors will be able to obtain free copies of the Transaction Documents (when they become available), as well as other filings containing information about Brookfield, BPY and the transaction described herein, without charge, at the SEC’s web site at www.sec.gov, at the Canadian securities regulatory authorities’ website at www.sedar.com. SECURITY HOLDERS AND INVESTORS ARE URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY INVESTMENT DECISION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

No securities regulatory authority has either approved or disapproved of the contents of this communication. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. The securities to be issued in the transaction are anticipated to be issued in reliance upon exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof, and applicable exemptions under state securities laws.

Source: Brookfield Asset Management Inc