Under the Securities Exchange Act of 1934
(Amendment No. 3)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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. o

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)

SCHEDULE 13D

*                 This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. See Item 5.

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SCHEDULE 13D

*                 This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. See Item 5.

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SCHEDULE 13D

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SCHEDULE 13D

*                                         Represents redemption-exchange units of Brookfield Property L.P. See Item 5.

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SCHEDULE 13D

*         Represents redemption-exchange units of Brookfield Property L.P. See Item 5.

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SCHEDULE 13D

*         Represents redemption-exchange units of Brookfield Property L.P. See Item 5.

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SCHEDULE 13D

*         This amount includes 1,906,781 redemption-exchange units of Brookfield Property L.P. See Item 5.

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SCHEDULE 13D

*         This amount includes 51,319,614 redemption-exchange units of Brookfield Property L.P. See Item 5.

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EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is being filed to report the acquisition of Limited Partnership Units (the “Units”) reported in Item 5(c) that resulted in an acquisition of beneficial ownership of Units in an amount equal to one percent or more of the Brookfield Property Partners LP’s (“BPY”) outstanding Units. The disclosure regarding the transactions reported in Item 5(c) below is incorporated herein by reference. Information reported in the original Schedule 13D, as amended, remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 3.  This Amendment No. 3 also reflects certain internal reorganizations effectuated by the Reporting Persons.

3.                       Source and Amendment of Funds or Other Consideration

Item 3 of this Schedule 13D is hereby supplemented as follows:

In various open market purchases between May 9, 2016 and July 8, 2016, BPG Holdings Group (US) Holdings Inc. (“BPGHG(US)”), which is an indirect wholly owned subsidiary of Brookfield Asset Management Inc. (“BAM”), acquired an aggregate of 2,659,264 of BPY’s outstanding Limited Partnership Units for a total aggregate purchase price of $63,363,581. The purchase of such Limited Partnership Units was funded from cash contributed to BPGHG(US) by BAM.

5.                       Interest in Securities of the Issuer.

Item 5(a)-(b) and (c) are hereby amended and restated in their entirety as follows:

(a)-(b) As of the date hereof, Partners Value Investments LP (“PVI LP”) may be deemed to be the beneficial owner of 3,613,446 Units and such Units represent 1.0% of the issued and outstanding Units. As of the date hereof, BAM may be deemed to be the beneficial owner of 47,114,082 Units and Partners may be deemed to be the beneficial owner of 50,727,528 Units, and such Units constitute approximately 18.0% and 19.4%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of June 30, 2016. In addition, BAM holds, through BUSC, BPY I LP, BPY II LP, BPGHG(US) and Brookfield Property Group Holdings S.a.r.l. (“SARL”), an aggregate of 432,649,105 redemption-exchange units of Property LP. Such redemption-exchange units held indirectly by BAM represent 100% of the redemption-exchange units of Property LP and approximately 62.1% of the Units assuming that all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism. Assuming that all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism, as of the date hereof, BAM may be deemed to be the beneficial owner of 479,763,187 Units and Partners may be deemed to be the beneficial owner of 483,376,633 Units, and such Units would constitute approximately 69.1% and 69.6 %, respectively, of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 720,064 Units beneficially owned by BPY (2013) Corp., a wholly-owned subsidiary of BAM, 75,000 Units beneficially owned by Brookfield Global Property Advisor Limited, a wholly-owned subsidiary of BAM, 2,895,806 Units beneficially owned by BPGHG(US), 44,218,276 Units beneficially owned by SARL and 432,649,105 redemption-exchange units beneficially owned by BUSC, BPY I LP, BPY II LP, BPGHG(US) and SARL. PVI LP may be deemed to have the sole power to vote or direct the Units beneficially owned by it. The Units deemed to be beneficially owned by Partners include the Units deemed to be beneficially owned by BAM and PVI LP. Partners may be deemed to have shared power with BAM and PVI LP to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units.

(c) Schedule I filed herewith, which is incorporated herein by reference, describes all of the transactions in Limited Partnership Units of BPY that were effected in the past 60 days by the Reporting Persons.

7.                       Material to be Filed as Exhibits

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

Exhibit 7           Joint Filing Agreement, dated July 12, 2016, among Brookfield Asset Management Inc., Partners Limited, Partners Value Investments LP, Brookfield US Corporation, BPY I L.P., BPY II L.P. BPG Holdings Group (US) Holdings Inc. and Brookfield Property Group Holdings S.a.r.l.

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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: July 12, 2016

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SCHEDULE I

Open Market Transactions by BPG Holdings Group (US) Holdings Inc. in the Securities of BPY

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