SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

19,375,872⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

19,375,872⁽¹⁾

SC 13D/A 1 d141401dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

West Fraser Timber Co. Ltd.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

952845105

(CUSIP Number)

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

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

March 9, 2021

(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.

CUSIP No. 952845105


1		NAMES OF REPORTING PERSONS BROOKFIELD ASSET MANAGEMENT INC.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA

(1)

This amount consists of common shares of West Fraser Timber Co. Ltd (the “Issuer”) (i) directly held by the reporting person and (ii) directly held by BPE OSB Investment Holding LP, Brookfield Capital Partners II L.P. and Brookfield Investments Corporation, for which the reporting person may be deemed to be a beneficial owner.

(2)	Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.

CUSIP No. 952845105


1		NAMES OF REPORTING PERSONS PARTNERS LIMITED
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA

(1)	This amount consists of common shares of the Issuer directly held by Brookfield Asset Management Inc., BPE OSB Investment Holding LP, Brookfield Capital Partners II L.P. and Brookfield Investments Corporation, for which the reporting person may be deemed to be a beneficial owner.

(2)	Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.

CUSIP No. 952845105


1		NAMES OF REPORTING PERSONS BROOKFIELD INVESTMENTS CORPORATION
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA

(2)	Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.

CUSIP No. 952845105


1		NAMES OF REPORTING PERSONS BPE OSB INVESTMENT HOLDING LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA

(2)	Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.

CUSIP No. 952845105


1		NAMES OF REPORTING PERSONS BROOKFIELD CAPITAL PARTNERS II L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

(2)	Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.

CUSIP No. 952845105


1		NAMES OF REPORTING PERSONS BROOKFIELD CAPITAL PARTNERS LTD.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA

(1)	Consists of common shares of the issuer directly held by Brookfield Capital Partners II L.P., for which the reporting person may be deemed to be a beneficial owner.

(2)	Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.

CUSIP No. 952845105


1		NAMES OF REPORTING PERSONS BROOKFIELD PRIVATE EQUITY INC.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA

(1)	Consists of common shares of the Issuer directly held by BPE OSB Investment Holding LP and Brookfield Capital Partners II L.P., for which the reporting person may be deemed to be a beneficial owner.

(2)	Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.

EXPLANATORY NOTE

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2) is being filed by the Reporting Persons to report open market sales of common shares, no par value (the “Common Shares”) of West Fraser Timber Co. Ltd., a British Columbia corporation (the “Issuer”) over the Toronto Stock Exchange by certain of the Reporting Persons, as set forth in Item 5(c) below.

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. 2.

Item 2. Identity and Background.

Item 2 of the original Schedule 13D is hereby amended and supplemented as follows:

Schedules IV, V, VI, and VII to this Amendment No. 2 set forth updated names of directors and executive officers of BOIH, BCP LP, BCP and BPE (to be included as “Scheduled Persons”), respectively, and their respective principal occupations, addresses, and citizenships.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented to include the information set forth in Item 4 of this Amendment No. 2.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

In various open market transactions between March 1, 2021 and March 10, 2021, Brookfield sold an aggregate of 1,438,701 Common Shares over the Toronto Stock Exchange for aggregate consideration of C$123,767,465 (excluding brokerage commissions). Details of these purchases is set forth in Item 5(c) below.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Items 3, 4 and 6 and the cover pages of this Amendment No. 2 is hereby incorporated by reference.

(a)-(b) The aggregate number and percentage of Common Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 19,375,872 Common Shares, constituting approximately 16.0% of the currently outstanding Common Shares. The percentage of Common Shares of the Issuer in this Item 5 is based on an aggregate number of Common Shares of 120,882,157 outstanding as of February 11, 2021.

(i) Brookfield

(a)

Brookfield may be deemed the beneficial owner of 19,375,872* Common Shares, constituting a percentage of approximately 16.0% of outstanding Common Shares.

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 19,375,872* Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 19,375,872* Common Shares

*	Includes (i) 1,316,920 Common Shares directly held by Brookfield and (ii) 3,106,872 Common Shares held by BOIH, 3,662,902 Common Shares held by BCP LP, and 11,289,178 Common Shares held by BIC, for which Brookfield may be deemed to be a beneficial owner.

(ii) Partners

(a)

Partners may be deemed the beneficial owner of 19,375,872* Common Shares, constituting a percentage of approximately 16.0% of outstanding Common Shares.

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 19,375,872* Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 19,375,872* Common Shares

*	Consists of Common Shares beneficially owned by Brookfield as described above.

(iii) BIC

(a)

BIC may be deemed the beneficial owner of 11,289,178 Common Shares, constituting a percentage of approximately 9.3% of outstanding Common Shares.

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 11,289,178 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 11,289,178 Common Shares

(iv) BOIH

(a)

BOIH may be deemed the beneficial owner of 3,106,872 Common Shares, constituting a percentage of approximately 2.6% of outstanding Common Shares.

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 3,106,872 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 3,106,872 Common Shares

(v) BCP LP

(a)

BCP LP may be deemed the beneficial owner of 3,662,902 Common Shares, constituting a percentage of approximately 3.0% of outstanding Common Shares.

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 3,662,902 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 3,662,902 Common Shares

(vi) BCP

(a)

BCP may be deemed the beneficial owner of 3,662,902* Common Shares, constituting a percentage of approximately 3.0% of outstanding Common Shares.

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 3,662,902* Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 3,662,902* Common Shares

*	Includes 3,662,902 Common Shares directly held by BCP LP.

(vii) BPE

(a)

BPE may be deemed the beneficial owner of 6,769,774* Common Shares, constituting a percentage of approximately 5.6% of outstanding Common Shares.

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 6,769,774* Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 6,769,774* Common Shares

*	Includes 3,106,872 Common Shares held by BOIH and 3,662,902 Common Shares held by BCP LP.

(c)

Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of the Schedule 13D, whichever is less, by the Reporting Persons are described below. All such transactions were effected in the open market on the Toronto Stock Exchange through a broker, and the prices exclude commissions. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares purchased or sold at each separate price.

Reporting Person

Trade Date

Buy/Sell

Number of
Shares

Weighted
Average
Price

Low Price
per Share

High Price
per Share

Brookfield

03/1/2021

Sell

300,000

87.7094

85.50

88.66

Brookfield

03/1/2021

Sell

500,000

88.6600

—

Brookfield

03/2/2021

Sell

166

86.2500

—

Brookfield

03/3/2021

Sell

110,000

82.7446

81.00

83.615

Brookfield

03/4/2021

Sell

14,850

82.0903

82.00

82.22

Brookfield

03/5/2021

Sell

100,000

81.6927

80.00

82.49

Brookfield

03/8/2021

Sell

144,100

83.7076

83.00

84.705

Brookfield

03/9/2021

Sell

188,085

82.0801

83.67

85.17

Brookfield

03/10/2021

Sell

81,500

82.0801

81.42

83.72

Other than the transactions described in the original Schedule 13D, as amended to the date hereof, and this Amendment No. 2, there have been no transactions by the Reporting Persons in the Common Shares during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 in this Amendment No. 2 is hereby incorporated by reference.

Taking into consideration the Cash-Settled Swaps, Brookfield has economic exposure in respect of approximately 14,218,987 Common Shares (representing approximately 11.8% of the issued and outstanding Common Shares).

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


March 11, 2021	BROOKFIELD ASSET MANAGEMENT INC.

	By:	/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Senior Vice President

	PARTNERS LIMITED

	By:	/s/ Brian Lawson
		Name: Brian Lawson
		Title: President

	BROOKFIELD INVESTMENTS CORPORATION

	By:	/s/ Thomas Corbett
		Name: Thomas Corbett
		Title: Vice President and Chief Financial Officer

	BPE OSB INVESTMENT HOLDING LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.

	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Director

	BROOKFIELD CAPITAL PARTNERS II L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS II GP L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.

	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Chairman of the Board

	BROOKFIELD CAPITAL PARTNERS LTD

	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Chairman of the Board

	BROOKFIELD PRIVATE EQUITY INC.

	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Director

SCHEDULE IV

BPE OSB INVESTMENT HOLDINGS LP

by its general partner, BROOKFIELD PRIVATE EQUITY INC.


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Jaspreet Dehl Director, Managing Partner, Secretary	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner and Chief Financial Officer of Brookfield Business Partners L.P.	Canada

David Grosman Director, Managing Director	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Director	Canada

Arin Jonathan Silber Director	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Vice President	Canada

Cyrus Madon Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner and Chief Executive Officer of Brookfield Business Partners L.P.	Canada

Anjali Mahtani Vice President	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Vice President	Canada

David Nowak Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

Ryan Szainwald Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

SCHEDULE V

BROOKFIELD CAPITAL PARTNERS II L.P.

by its general partner, BROOKFIELD CAPITAL PARTNERS II GP L.P.

by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Jaspreet Dehl Director, Managing Partner, Secretary	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner and Chief Financial Officer of Brookfield Business Partners L.P.	Canada

David Grosman Director, Managing Director	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Director	Canada

Arin Jonathan Silber Director, Chairman of the Board	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Vice President	Canada

Nicole Lichowit Managing Director	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Director	Canada

Cyrus Madon Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner and Chief Executive Officer of Brookfield Business Partners L.P.	Canada

Anjali Mahtani Vice President	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Vice President	Canada

David Nowak Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

Erson Olivan Senior Vice President	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Senior Vice President	Canada

James Reid Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

Ryan Szainwald Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

SCHEDULE VI

BROOKFIELD CAPITAL PARTNERS LTD.


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Jaspreet Dehl Director, Managing Partner, Secretary	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner and Chief Financial Officer of Brookfield Business Partners L.P.	Canada

David Grosman Director, Managing Director	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Director	Canada

Arin Jonathan Silber Director, Chairman of the Board	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Vice President	Canada

Nicole Lichowit Managing Director	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Director	Canada

Cyrus Madon Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner and Chief Executive Officer of Brookfield Business Partners L.P.	Canada

Anjali Mahtani Vice President	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Vice President	Canada

David Nowak Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

Erson Olivan Senior Vice President	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Senior Vice President	Canada

James Reid Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

Ryan Szainwald Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

SCHEDULE VII

BROOKFIELD PRIVATE EQUITY INC.


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship

Jaspreet Dehl Director, Managing Partner, Secretary	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner and Chief Financial Officer of Brookfield Business Partners L.P.	Canada

David Grosman Director, Managing Director	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Director	Canada

Arin Jonathan Silber Director	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Vice President	Canada

Cyrus Madon Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner and Chief Executive Officer of Brookfield Business Partners L.P.	Canada

Anjali Mahtani Vice President	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Vice President	Canada

David Nowak Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

Ryan Szainwald Managing Partner	181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3	Managing Partner	Canada

SEC Form SC 13D/A filed