MANULIFE FINANCIAL CORP

Major Shareholding Notification • Feb 14, 2017

SC 13G/A 1 brookfield3211211-sc13ga.htm AMENDMENT TO 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. 2)*

Brookfield Property Partners L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
BMG162491077
(ISIN Number)
December 31, 2016
(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).

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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 | | |

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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 Canada
Number of Shares Beneficially Owned by Each Reporting Person With	5	SOLE VOTING POWER
		11,765,784
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		11,765,784
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
	11,765,784
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
	N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
	4.50%
12	TYPE OF REPORTING PERSON *
	FI
*SEE
INSTRUCTIONS

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| 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 (“MAML”). | | |
| 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 and MAML are organized and exists under the laws of Canada. | | |
| 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 11,765,784 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 261,486,211 units outstanding as of December 31, 2015 reported in the
Company’s Annual Report, MAML held 4.50%. | | |

| (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- |

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| Item
5 | Ownership of Five
Percent or Less of a Class : If this statement is being filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of securities, check the
following [X]. |
| --- | --- |
| 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. |

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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 9, 2017	Title:	Agent*
	Manulife Asset Management Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 9, 2017	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.

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EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation and Manulife Asset Management Limited agree that the Schedule 13G (Amendment No. 2) 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 9, 2017	Title:	Agent*
	Manulife Asset Management Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 9, 2017	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.

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