Bank of Montreal (BMO) SC 13G/A Brookfield Infrastructure Partners / BANK OF MONTREAL ownership change

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

BROOKFIELD INFRAST PARTNERS

(Name of Issuer)

LP INT UNIT

(Title of Class of Securities)

G16252101

(CUSIP Number)

Dec 31, 2020

(Date of Event Which Requires Filing of this Statement)

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

☒ Rule 13d-1(b)

☐ 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 in 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, as amended (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.

SCHEDULE 13G/A

CUSIP No. G16252101

1)	Name of Reporting Person Bank Of Montreal
2)	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
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: 19,864,303
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 22,497,846
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 22,497,946
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11)	Percent of Class Represented by Amount in Row (9) 7.6171%
12)	Type of Reporting Person HC

SCHEDULE 13G/A

CUSIP No. G16252101

1)	Name of Reporting Person BANK OF MONTREAL /CAN/
2)	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
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: 765,474
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 765,474
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 765,474
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11)	Percent of Class Represented by Amount in Row (9) 0.2591%
12)	Type of Reporting Person BK

SCHEDULE 13G/A

CUSIP No. G16252101

1)	Name of Reporting Person BMO NESBITT BURNS INC.
2)	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
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: 7,606,462
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 7,606,462
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 7,606,462
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11)	Percent of Class Represented by Amount in Row (9) 2.5753%
12)	Type of Reporting Person FI

SCHEDULE 13G/A

CUSIP No. G16252101

1)	Name of Reporting Person BMO PRIVATE INVESTMENT COUNSEL INC.
2)	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
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: 2,395,192
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 2,395,192
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 2,395,192
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11)	Percent of Class Represented by Amount in Row (9) 0.8109%
12)	Type of Reporting Person IA

SCHEDULE 13G/A

CUSIP No. G16252101

1)	Name of Reporting Person BMO ASSET MANAGEMENT INC.
2)	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
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: 9,096,421
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 11,729,964
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 11,730,064
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11)	Percent of Class Represented by Amount in Row (9) 3.9714%
12)	Type of Reporting Person IA

SCHEDULE 13G/A

CUSIP No. G16252101

1)	Name of Reporting Person BMO Global Asset Management (Asia) Limited
2)	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3)	SEC Use Only
4)	Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With:		5)	Sole Voting Power: 754
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 754
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 754
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11)	Percent of Class Represented by Amount in Row (9) 0.0002%
12)	Type of Reporting Person IA

SCHEDULE 13G/A

CUSIP No. G16252101

ITEM 1(a).	Name of Issuer.
	BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
ITEM 1(b).	Address of Issuer’s Principal Executive Offices.
	Brookfield Infrastructure Partners LP
	73 Front Street
	Hamilton D0 HM12
	Bermuda
ITEM 2(a).	Names of Persons Filing.
	Bank Of Montreal
	BANK OF MONTREAL /CAN/
	BMO NESBITT BURNS INC.
	BMO PRIVATE INVESTMENT COUNSEL INC.
	BMO ASSET MANAGEMENT INC.
	BMO GLOBAL ASSET MANAGEMENT (ASIA) LIMITED
ITEM 2(b).	Address of Principal Business Office or, if none, Residence.
	Bank of Montreal
	1 First Canadian Place
	Toronto, Ontario, Canada M5X 1A1

	BMO Nesbitt Burns, Inc.
	IBG Finance Dept.
	FCP – 7th Floor
	Toronto, ON, Canada M5X 1H3
	BMO Private Investment Counsel Inc.
	1 First Canadian Place
	P.O. Box 150
	9th Floor
	Toronto, ON, Canada M5X 1H3
	BMO Asset Management, Inc.
	Royal Trust Tower
	77 King Street West
	Suite 4200
	Toronto, ON, Canada M5K 1J5
	BMO Global Asset Management (Asia) Limited
	3808 One Exchange Square Central
	Hong Kong, Hong Kong
ITEM 2(c).	Citizenship or Place of Organization.
	Bank Of Montreal is organized under the laws of Canada
	BANK OF MONTREAL /CAN/ is organized under the laws of Canada
	BMO NESBITT BURNS INC. is organized under the laws of Canada
	BMO PRIVATE INVESTMENT COUNSEL INC. is organized under the laws of Canada
	BMO ASSET MANAGEMENT INC. is organized under the laws of Canada
	BMO Global Asset Management (Asia) Limited is organized under the laws of Hong Kong

ITEM 2(d).	Title of Class of Securities.
	LP INT UNIT
ITEM 2(e).	CUSIP Number.
	G16252101
ITEM  3.	If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	☒	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☒	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
(g)	☒	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☒	A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

ITEM 4. Ownership.

The information contained in Items 5 – 11 on the cover pages is incorporated herein by reference.

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  ☐.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Bank of Montreal is reporting on this Schedule 13G/A securities held through its subsidiaries, BMO Nesbitt Burns Inc., BMO Private Investment Counsel Inc., BMO Asset Management Inc., and BMO Global Asset Management (Asia) Limited as fiduciaries for certain employee benefit plans, trust and/or customer accounts. As a result, participants in the plans, trust beneficiaries and customers are entitled to receive, or have the power to direct the receipt of, dividends and proceeds from the sale of such securities. No such person is known to have such an interest relating to more than five percent of the class of subject securities.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Bank of Montreal is the ultimate parent company of BMO Nesbitt Burns Inc., a non-U.S. institution, BMO Private Investment Counsel Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and a non-U.S. institution, BMO Asset Management Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and a non-U.S. institution and BMO Global Asset Management (Asia) Limited, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and a non-U.S. institution.

ITEM 8. Identification and Classification of Members of the Group.

Not Applicable

ITEM 9. Notice of Dissolution of Group.

Not Applicable

ITEM 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, 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.

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.

Dated as of the 12^th day of February, 2021.

BANK OF MONTREAL

/s/ Eric Moss

Eric Moss

Senior Vice President, Deputy General Counsel & Chief Compliance Officer