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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Brookfield Asset Management Ltd. (Name of Issuer) |
Class A Limited Voting Shares (Title of Class of Securities) |
113004105 (CUSIP Number) |
Allison Smith, Partners Value Investments L.P. c/o PVI Management, Trust, 73 Front Street, 5th Floor Hamilton, D0, HM 12 1 (441) 294-3310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/04/2025 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 113004105 |
| 1 |
Name of reporting person
PARTNERS VALUE INVESTMENTS L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
30,807,960.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, amount consists of Class A Limited Voting Shares of Brookfield Asset Management Ltd. held by the reporting person through its subsidiaries Partners Value Split Corp., Partners Value Investments Inc. and PVII Sub Holdings Inc.
In reference to Row 13 above, percentage ownership is based on 1,637,198,026 Class A Limited Voting Shares of Brookfield Asset Management Ltd. outstanding as of February 4, 2025.
SCHEDULE 13D
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| CUSIP No. | 113004105 |
| 1 |
Name of reporting person
PARTNERS VALUE SPLIT CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
29,902,862.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on 1,637,198,026 Class A Limited Voting Shares of Brookfield Asset Management Ltd. outstanding as of February 4, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Limited Voting Shares | |
| (b) | Name of Issuer:
Brookfield Asset Management Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Brookfield Place, 250 Vesey Street, 15th Floor, New York,
NEW YORK
, 10281-0221. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 1 (this "Amendment No. 1") to the original Schedule 13D previously filed on December 19, 2022 (the "Original Schedule 13D") is being filed by and on behalf of the Reporting Persons to reflect the decrease in the percentage of Class A Shares beneficially owned by the Reporting Persons resulting from an increase in the number of issued and outstanding Class A Shares upon the completion of the Arrangement (as defined below).
As a result of the Arrangement, on February 4, 2025, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer's Class A Shares. The filing of this Amendment No. 1 represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Persons.
Information and defined terms reported in the Original Schedule 13D remain in effect except to the extent that it is amended or superseded by information or defined terms contained in this Amendment No. 1. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and restated as follows:
On February 4, 2025, the Corporation and the Issuer completed a plan of arrangement (the "Arrangement") pursuant to the Business Corporations Act (British Columbia) pursuant to which, among other things, the Issuer effected an issuance of 1,194,021,145 Class A Shares to the Corporation and certain of its subsidiaries in exchange for common shares of Brookfield Asset Management ULC held by the Corporation and certain of its subsidiaries on a one-for-one basis. Upon completion of the Arrangement, the Issuer has 1,637,198,026 issued and outstanding Class A Shares, resulting in the Reporting Persons beneficially owning 1.9% of the Issuer's outstanding Class A Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Sections (a) and (b) of Item 5 of the Original Schedule 13D are hereby amended and restated as follows:
The information relating to the beneficial ownership of Class A Shares held 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. | |
| (e) | Section (e) of Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
On February 4, 2025, the Reporting Persons ceased to be the beneficial owner of more than five percent of Class A Shares of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Schedule I
Exhibit 99.2 Schedule II | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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