SEC Form SC 13D/A filed by Brookfield Renewable Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Brookfield Renewable Corporation

(Name of Issuer)

Class A exchangeable subordinate voting shares, no par value

(Title of Class of Securities)

11284V105

(CUSIP Number)

Swati Mandava

Brookfield Corporation

Brookfield Place

181 Bay Street, Suite 100

Toronto, Ontario M5J 2T3

(416) 363-9491

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

November 15, 2023

(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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

Explanatory Note

This Amendment No. 5 (this “Amendment No. 5”) to Schedule 13D is being filed by Brookfield, BAM Partners Trust (the “BAM Partnership”), BRPI, BIC, Brookfield Renewable Partners Limited (“BRPL”) and Brookfield Renewable Partners L.P. (“BEP”, and collectively with Brookfield, the BAM Partnership, BRPI, BIC and BRPL, the “Reporting Persons”) to amend the original Schedule 13D, as amended through Amendment No. 4 thereto (the “Schedule 13D”).

Information and defined terms reported in the Schedule 13D remain in effect except to the extent that it is amended or superseded by information or defined terms contained in this Amendment No. 5.

Item 2. Identity and Background.

(d)-(e)

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

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

The information set forth in Item 4 of this Amendment No. 5 is hereby incorporated by reference.

Item 4. Purpose of Transaction.

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

On November 15, 2023, BRPI transferred an aggregate of 6,632,453 Class A Shares to wholly-owned subsidiaries of Brookfield Reinsurance at a value of $24.1238 per Class A Share. After giving effect to such transfer, subsidiaries of Brookfield Reinsurance own 10,094,152 Class A Shares, all of which are subject to the Voting Agreement.

Item 5. Interest in Securities of the Issuer.

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

(a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 44,813,835 Class A Shares, constituting 24.9% of the Issuer’s currently outstanding Class A Shares, which includes the Class A Shares held by subsidiaries of Brookfield Reinsurance as described in Item 4. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 179,651,960 outstanding as of November 13, 2023.

(i) Brookfield

Shared voting power to vote or direct vote: 44,813,835* Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 44,813,835* Class A Shares

(ii) BAM Partnership

Shared voting power to vote or direct vote: 44,813,835* Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 44,813,835* Class A Shares

(iii) BRPI

Shared voting power to vote or direct vote: 5,758,183* Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 5,758,183* Class A Shares

(iv) BIC

Shared voting power to vote or direct vote: 28,961,500 Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 28,961,500 Class A Shares

(v) BRPL

Shared voting power to vote or direct vote: 0 Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 0 Class A Shares

(vi) BEP

Shared voting power to vote or direct vote: 0 Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 0 Class A Shares

(c) There have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days.

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

Item 6 of the original Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 5 is hereby incorporated by reference.

As of November 13, 2023, Brookfield and BEP hold an approximate 81.2% voting interest in the Issuer, BEP may receive up to 179,651,960 Class A Shares in accordance with the terms of the Class A Shares and Brookfield may receive up to 134,838,125 Class A Shares in accordance with the terms of the Rights Agreement.

SIGNATURES

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