U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 40-F/A


(Amendment No. 1)


(Check One)





 ̈Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934


or





xAnnual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934


For the fiscal year ended December 31, 2016


Commission file number 033-97038








BROOKFIELD ASSET MANAGEMENT INC.


(Exact name of registrant as specified in its charter)


Ontario, Canada1121, 1031, 1061, 1311, 1321, 2421, 4939, 6311Not applicable(Province or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number (ifapplicable))(I.R.S. EmployerIdentification Number (ifApplicable))


Suite 300, Brookfield Place, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3


(416) 363-9491


(Address and Telephone Number of Registrant’s Principal Executive Offices)


Torys LLP, 1114 Avenue of the Americas, New York, NY 10036-7703


(212) 880-6000


(Name, Address (Including Zip Code) and Telephone Number


(Including Area Code) of Agent For Service in the United States)


Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each className of each exchange on which registeredClass A Limited Voting SharesNew York Stock Exchange


Securities registered or to be registered pursuant to Section 12(g) of the Act: None


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None


For annual reports, indicate by check mark the information filed with this Form:


xAnnual Information FormxAudited Annual Financial Statements








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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:


Class A Limited Voting Shares: 986,531,687


Class B Limited Voting Shares  85,120


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.  Yes x No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  ̈ Yes  ̈ No


























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EXPLANATORY NOTE





Brookfield Asset Management Inc. (the “Company” or the “Registrant”) is filing this Amendment No. 1 to its Annual Report on Form 40-F for the fiscal year ended December 31, 2016 (the “Original Filing”) filed with the United States Securities and Exchange Commission on March 31, 2017 solely to refile Exhibits 99.3, 99.4, 99.5, 99.6 and 99.7 to correct the dates of these documents from “March 31, 2016” to “March 31, 2017”.





Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was filed.

















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EXHIBIT INDEX





ExhibitDescription99.1*Annual Information Form for the fiscal year ended December 31, 201699.2*Management’s Discussion and Analysis of Financial Results for the fiscal year ended December 31, 2016, the Consolidated Financial Statements for the fiscal year ended December 31, 2016, and the Attestation Report of the Independent Registered Public Accounting Firm99.3Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 193499.4Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 193499.5Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code99.6Certification of Chief Financial Officer Form pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code99.7Consent of Deloitte LLP








*Previously Filed.








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SIGNATURE


Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the Annual Report on Form 40/F-A to be signed on its behalf by the undersigned, thereunto duly authorized, on April 3, 2017.


BROOKFIELD ASSET MANAGEMENT INC.By:/s/ Brian D. LawsonName:Brian D. LawsonTitle:Senior Managing Partner and Chief Financial Officer