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SCHEDULE 13D/A 0001104659-16-130298 0001001085 XXXXXXXX LIVE 8 Limited Partnership Units 05/06/2025 false 0001654795 G16234109 Brookfield Business Partners L.P. 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM12 Swati Mandava (416) 363-9491 Brookfield Corporation, Brookfield Place 181 Bay Street, Suite 100 Toronto A6 M5J 2T3 0001001085 N BROOKFIELD Corp /ON/ b OO N A6 0.00 142552877.00 0.00 142552877.00 142552877.00 N 67.5 CO In reference to Rows 8, 10 and 11 above, amounts for Brookfield Corporation ('BN') includes (i) 374,533 limited partnership units ('Units') of Brookfield Business Partners L.P. (the 'Issuer') and 51,599,716 redemption-exchange units ('REUs') of Brookfield Business L.P. ('Brookfield Business L.P.') beneficially owned by subsidiaries of BN, and (ii) 43,333,752 Units held by subsidiaries of Brookfield Wealth Solutions Ltd. ('BNT'), a paired entity to BN. This amount also includes 47,244,876 class A exchangeable subordinate voting shares (the 'BBUC exchangeable shares') of Brookfield Business Corporation ('BBUC') beneficially owned by BN (through subsidiaries) and BNT. In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming that only all of the REUs and BBUC exchangeable shares beneficially owned by BN and BNT are exchanged for Units (on a one-for-one basis), the percentage would be 76.0%. 0001861643 N BAM PARTNERS TRUST b OO N A6 0.00 142552877.00 0.00 142552877.00 142552877.00 N 67.5 OO In reference to Rows 8, 10 and 11 above, this amount includes Units, REUs and BBUC exchangeable shares beneficially owned by BN and BNT. In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming that only all of the REUs and BBUC exchangeable shares beneficially owned by BN and BNT are exchanged for Units (on a one-for-one basis), the percentage would be 76.0%. Y BNT BBU HOLDING LP b OO N D0 0.00 51599716.00 0.00 51599716.00 51599716.00 N 24.4 PN In reference to Rows 8, 10 and 11 above, this amount includes 51,599,716 REUs beneficially owned by Holding LP. In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming no BBUC exchangeable shares and only REUs held by Holding LP are exchanged for Units, the percentage would be 36.7%. Y BPEG BN HOLDINGS LP b OO N A6 0.00 23535005.00 0.00 23535005.00 23535005.00 N 11.1 PN In reference to Rows 8, 10 and 11 above, this amount includes 23,535,005 BBUC exchangeable shares owned by BPEG. In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming only BBUC exchangeable shares held by BPEG are exchanged for Units, the percentage would be 20.9%. 0001703170 N BROOKFIELD TITAN HOLDINGS LP b OO N DE 0.00 374533.00 0.00 374533.00 374533.00 N 0.2 PN In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming no REUs and no BBUC exchangeable shares are exchanged for Units (on a one-for-one basis), the percentage would be 0.4%. Limited Partnership Units Brookfield Business Partners L.P. 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM12 Explanatory Note: This Amendment No. 8 (this 'Amendment No. 8') to Schedule 13D amends and supplements the Schedule 13D originally filed on June 30, 2016 (and as amended through Amendment No. 7 thereto, the 'Schedule 13D') to reflect the change in percentage ownership of the Reporting Persons due to a change in the number of outstanding Units of the Issuer, as described in Item 4 of this Amendment No. 8. Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars. Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 8. Item 4 of the original Schedule 13D is hereby supplemented as follows: As of May 6, 2025, the aggregate number of Units of the Issuer outstanding was 88,838,581, which is a decrease of 2,016,892 Units from the 90,855,473 Units that were outstanding as of February 25, 2025. This decrease in the number of outstanding Units is due to unit repurchases by the Issuer pursuant to its normal course issuer bid. As a result of this decrease in the aggregate number of outstanding Units, the aggregate percentage of outstanding Units that the Reporting Persons may be deemed to beneficially own increased, as disclosed on the cover pages of this Amendment No. 8. Item 5(a) of Schedule 13D is hereby amended and restated as follows: (a)-(b) The information relating to the beneficial ownership of the Units by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (including the footnotes thereto) is incorporated by reference herein. Except as otherwise noted in the footnotes to the cover pages hereto, the percentage of Units of the Issuer is based on an aggregate number of Units of 88,838,581 outstanding as of May 6, 2025, and assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis) and includes (as applicable) Units, REUs and BBUC exchangeable shares beneficially owned by subsidiaries of BNT as described in Item 4 of Amendment No. 7 and Item 4 of Amendment No. 5 and subject to the voting arrangements described in Item 4 of Amendment No. 7. Item 5(b) of Schedule 13D is hereby amended and restated as follows: The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference. Item 5(c) of Schedule 13D is hereby amended and restated as follows: Other than the transactions described in Item 4 in this Amendment No. 8, there have been no transactions by the Reporting Persons in the Units during the past 60 days. BROOKFIELD Corp /ON/ /s/ Swati Mandava Swati Mandava, Managing Director, Legal and Regulatory 05/08/2025 BAM PARTNERS TRUST /s/ Kathy Sarpash Kathy Sarpash, Secretary, BAM CLASS B PARTNERS INC., trustee to BAM PARTNERS TRUST 05/08/2025 BNT BBU HOLDING LP /s/ A.J. Silber A.J. Silber, Director, BROOKFIELD BBU GP INC., general partner of BNT BBU HOLDING LP 05/08/2025 BPEG BN HOLDINGS LP /s/ A.J. Silber A.J. Silber, Director, BROOKFIELD PRIVATE EQUITY INC., general partner of BPEG BN HOLDINGS LP 05/08/2025 BROOKFIELD TITAN HOLDINGS LP /s/ Ron Bloom Ron Bloom, Managing Partner & Vice Chairman, TITAN CO-INVESTMENT GP, LLC, general partner of BROOKFIELD TITAN HOLDINGS LP 05/08/2025