MANULIFE FINANCIAL CORP

Major Shareholding Notification • Feb 12, 2015

SC 13G 1 manulife_sc13g.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

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

| Brookfield Property Partners
L.P. |
| --- |
| (Name of Issuer) |
| Limited Partnership Units |
| (Title of Class of Securities) |
| BMG162491077 |
| (ISIN Number) |
| December 31, 2014 |
| (Date of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X
Rule
13d-1(c)
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).

PAGE 1 OF 7 PAGES

ISIN No. BMG162491077

| 1 | NAME OF REPORTING PERSON Manulife Financial
Corporation | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER |
| | | -0- |
| | 6 | SHARED VOTING POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE POWER |
| | | -0- |
| | 8 | SHARED DISPOSITIVE POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON | |
| | None, except through its indirect,
wholly-owned subsidiary Manulife Asset Management Limited | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 | |
| | See
line 9 above. | |
| 12 | TYPE OF REPORTING
PERSON * | |
| | HC | |
| SEE
INSTRUCTIONS | | |
| PAGE 2 OF 7
PAGES | | |

ISIN No. BMG162491077

| 1 | NAME OF REPORTING PERSON Manulife Asset Management
Limited | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Ontario | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER |
| | | 15,338,833 |
| | 6 | SHARED VOTING POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE POWER |
| | | 15,338,833 |
| | 8 | SHARED DISPOSITIVE POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON | |
| | 15,338,833 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 | |
| | 6.04% | |
| 12 | TYPE OF REPORTING
PERSON * | |
| | FI | |
| SEE INSTRUCTIONS | | |
| PAGE 3 OF 7
PAGES | | |

Item 1(a)	Name of Issuer :
	Brookfield Property Partners
L.P.
Item 1(b)	Address of Issuer's Principal Executive
Offices :
	73 Front Street
	Hamilton, D0 HM 12
	Bermuda
Item 2(a)	Name of Person Filing :
	This filing is made on
behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect,
wholly-owned subsidiary Manulife Asset Management Limited.
Item 2(b)	Address of Principal Business
Office :
	The principal business offices of MFC and
MAML are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W
1E5.
Item 2(c)	Citizenship :
	MFC is organized and exists under the laws
of Canada.
	MAML is organized and exists under
the laws of Ontario.
Item 2(d)	Title of Class of Securities :
	Limited Partnership Units
Item 2(e)	ISIN Number :
	BMG162491077
Item 3	If this statement is
filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a :
	MFC:	(g) (X)	a parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
	MAML:	(j) (X)	a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J).
Item 4	Ownership :
	(a) Amount Beneficially Owned : MAML has beneficial ownership of 15,338,833 shares of Limited
Partnership Units. Through its parent-subsidiary relationship to MAML, MFC
may be deemed to have beneficial ownership of these same
shares.
	(b) Percent
of Class : Of the 254,080,737 units
outstanding as reported on the issuers quarterly supplement information
form for the quarterly period ended December 31, 2014, MAML held
6.04%.
	(c) Number of shares as to which the person has :

| (i) | sole power to vote or to direct the
vote: |
| --- | --- |
| | MAML has sole power to vote or to direct the
voting of the shares of Limited Partnership Units beneficially owned. |
| (ii) | shared power to vote or to direct the vote:
-0- |
| (iii) | sole power to dispose or to direct the
disposition of: |
| | MAML has sole power to dispose or to direct
the disposition of the shares of Limited Partnership Units beneficially
owned. |
| (iv) | shared power to dispose or to direct the
disposition of: -0- |

PAGE 4 OF 7 PAGES

| 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 : |
| | See Items 3 and 4 above. |
| Item 8 | Identification and Classification of Members
of the Group : |
| | Not applicable. |
| Item 9 | Notice of Dissolution of
Group : |
| | Not applicable. |
| Item 10 | Certification : |
| | By signing below the undersigned certifies
that, to the best of its knowledge and belief, (i) the securities referred
to above were acquired and are held in the ordinary course of business and
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, and (ii) the foreign
regulatory scheme applicable to MAML, is substantially comparable to the
regulatory scheme applicable to the functionally equivalent U.S.
institution. The undersigned also undertakes to furnish to the Commission
staff, upon request, information that would otherwise be disclosed in a
Schedule 13D. |

PAGE 5 OF 7 PAGES

SIGNATURE

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

	Manulife Financial Corporation — By:	/s/ Graham A. Miller
	Name:	Graham A. Miller
Dated: February 11, 2015	Title:	Agent*
	Manulife Asset Management
Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 11, 2015	Title:	General Counsel and
Secretary

• Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

PAGE 6 OF 7 PAGES

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation and Manulife Asset Management Limited agree that the Schedule 13G to which this Agreement is attached, relating to the Limited Partnership Units of Brookfield Property Partners L.P., is filed on behalf of each of them.

	Manulife Financial Corporation — By:	/s/ Graham A. Miller
	Name:	Graham A. Miller
Dated: February 11, 2015	Title:	Agent*
	Manulife Asset Management Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 11, 2015	Title:	General Counsel and Secretary

• Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

PAGE 7 OF 7 PAGES