UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
| Brookfield Property REIT Inc. |
|
(Name of Issuer)
|
| Class A Stock, par value $0.01 per share |
|
(Title of Class of Securities)
|
| 11282X103 |
|
(Cusip Number)
|
| August 30, 2018 |
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
Page 1 of 27 Pages
Exhibit Index Found on Page 26
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
2,533,476 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
2,533,476 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,533,476 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 2 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
3,423,638 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
3,423,638 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,423,638 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 3 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
810,262 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
810,262 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
810,262 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 4 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
444,941 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
444,941 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
444,941 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 5 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
622,527 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
622,527 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
622,527 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 6 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
219,371 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
219,371 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,371 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 7 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| Page 8 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
622,527 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
622,527 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
622,527 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| Page 9 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 10 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Michael B. Fisch | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 11 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Richard B. Fried | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 12 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
David T. Kim | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 13 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Monica R. Landry | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 14 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Michael G. Linn | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 15 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Rajiv A. Patel | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 16 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 17 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
William Seybold | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 18 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 19 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
John R. Warren | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 20 of 27 Pages |
13G
| CUSIP No. 11282X103 |
| 1 |
NAMES OF REPORTING PERSONS
Mark C. Wehrly | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒** ** The reporting persons making this filing hold an aggregate of 8,054,215 Shares (as defined in Item 2), which is 5.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES OWNED BY
EACH
REPORTING |
5 |
SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
8,054,215 | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
8,054,215 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,054,215 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 21 of 27 Pages |
| Item 1. | Issuer |
| (a) | Name of Issuer: |
Brookfield Property REIT Inc. (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices: |
250 Vesey Street, 15th Floor
New York, NY 10281
| Item 2. | Identity and Background |
Title of Class of Securities and CUSIP Number (Items 2(d) and (e))
This statement relates to shares of Class A Stock, par value $0.01 per share (the “Shares”), of the Company. The CUSIP number of the Shares is 11282X103.
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.
The Farallon Funds
| (i) | Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it; |
| (ii) | Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it; |
| (iii) | Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it; |
| (iv) | Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it; |
| (v) | Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it; and |
| (vi) | Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it. |
FCP, FCIP, FCIP II, FCIP III, FCIP V, and FCAMI are together referred to herein as the “Farallon Funds.”
| Page 22 of 27 Pages |
The Farallon General Partner
| (vii) | Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III and FCAMI and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds. |
The FCIP V General Partner
| (viii) | Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V. |
The Farallon Individual Reporting Persons
| (ix) | The following persons, each of whom is a managing member of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, with respect to the Shares held by the Farallon Funds: Philip D. Dreyfuss (“Dreyfuss”), Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”), David T. Kim (“Kim”), Monica R. Landry (“Landry”), Michael G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), William Seybold (“Seybold”), Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”). |
Dreyfuss, Fisch, Fried, Kim, Landry, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”
The citizenship of each of the Farallon Funds, the Farallon General Partner and the FCIP V General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k): |
Not applicable.
| Item 4. | Ownership |
The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
| Page 23 of 27 Pages |
The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of the Farallon Funds and the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares owned by FCIP V. Each of the Farallon Individual Reporting Persons, as a managing member of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| Page 24 of 27 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 7, 2018
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., and
FARALLON CAPITAL (AM) INVESTORS, L.P.
By Monica R. Landry, Managing Member
/s/ Monica R. Landry
FARALLON INSTITUTIONAL (GP) V, L.L.C.
On its own behalf and
As the General Partner of
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
By Monica R. Landry, Manager
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J.M. Spokes, John R. Warren and Mark C. Wehrly
The Powers of Attorney executed by each of Fisch, Fried, Kim, Linn, Patel, Roberts, Spokes, Warren and Wehrly authorizing Landry to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13D filed with the SEC on August 26, 2014 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings Inc., are hereby incorporated by reference. The Powers of Attorney executed by each of Dreyfuss and Seybold authorizing Landry to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on January 11, 2017 by such Reporting Persons with respect to the Common Stock of Sky Solar Holdings, Ltd., are hereby incorporated by reference.
| Page 25 of 27 Pages |
EXHIBIT INDEX
| EXHIBIT 1 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) |
| Page 26 of 27 Pages |
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: September 7, 2018
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., and
FARALLON CAPITAL (AM) INVESTORS, L.P.
By Monica R. Landry, Managing Member
/s/ Monica R. Landry
FARALLON INSTITUTIONAL (GP) V, L.L.C.
On its own behalf and
As the General Partner of
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
By Monica R. Landry, Manager
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J.M. Spokes, John R. Warren and Mark C. Wehrly
Page 27 of 27 Pages