SC 13D/A 1 v359147_sc13da.htm SC 13D/A

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. 6)

  

 

 

Rouse Properties, Inc.

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

779287101

(CUSIP Number)

  

 

  

Joseph S. Freedman

Brookfield Asset Management, Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Telephone: (416) 956-5182

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copy to:

 

Gregory B. Astrachan, Esq.

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

(212) 728−8000

 

  

November 1, 2013

(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. £

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

 

 

1
 

 

CUSIP No. 779287101    Page    2     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Asset Management Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

CO

  * See Item 5.

 

2
 

 

CUSIP No. 779287101   Page    3     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Partners Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

CO

  * See Item 5.

 

3
 

 

CUSIP No. 779287101   Page    4     of   34     Pages

  

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Holdings Canada Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,951,702*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,951,702*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

4,951,702*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.0%*

14

TYPE OF REPORTING PERSON

 

CO

 * The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

4
 

 

CUSIP No. 779287101   Page    5     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Asset Management Private Institutional Capital Adviser US, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,951,702*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,951,702*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

4,951,702*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

5
 

 

CUSIP No. 779287101   Page  6     of   34     Pages

  

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield US Holdings Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,951,702*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,951,702*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

4,951,702*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

  

6
 

 

CUSIP No. 779287101   Page    7     of   34     Pages

  

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield US Corporation

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,951,702*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,951,702*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

4,951,702*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

7
 

 

CUSIP No. 779287101   Page    8     of   34     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings VII LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

2,946,661*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,946,661*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

2,946,661*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.9*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

8
 

 

CUSIP No. 779287101   Page    9     of   34     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings II Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,735,375*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,735,375*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,735,375*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.5%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

9
 

 

CUSIP No. 779287101   Page    10     of   34     Pages

  

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings III Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

11,539*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

11,539*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

11,539*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.02%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

10
 

 

CUSIP No. 779287101   Page    11     of   34     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-A Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

151,726*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

151,726*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

151,726*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

11
 

 

CUSIP No. 779287101   Page    12     of   34     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-B Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

2,653*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,653*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

2,653*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.01%*

14

TYPE OF REPORTING PERSON

 

OO

 * The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

12
 

 

CUSIP No. 779287101   Page    13     of   34     Pages

  

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-C Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

þ

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

51,774*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

51,774*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

51,774*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

13
 

 

CUSIP No. 779287101   Page    14     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-D Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

51,974*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

51,974*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

51,974*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

14
 

 

CUSIP No. 779287101   Page    15     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

New Brookfield Retail Holdings R 2 LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

14,995,702*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

14,995,702*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

14,995,702*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

30.2%*

14

TYPE OF REPORTING PERSON

 

OO

 * The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

15
 

 

CUSIP No. 779287101   Page    16    of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Partners Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

CO

 * See Item 5.

 

16
 

 

CUSIP No. 779287101   Page    17     of   34     Pages

 

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Partners LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

OO

 * See Item 5.

 

17
 

 

CUSIP No. 779287101   Page    18     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

CO

 * See Item 5.

 

18
 

 

CUSIP No. 779287101   Page    19     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Holdings (US) Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

CO

 * See Item 5.

 

19
 

 

CUSIP No. 779287101   Page    20     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 1 ULC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

CO

 * See Item 5.

  

20
 

 

CUSIP No. 779287101   Page    21     of   34     Pages

 

SCHEDULE 13D 

  

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 3 ULC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

CO

* See Item 5.

 

21
 

 

CUSIP No. 779287101   Page    22     of   34     Pages

  

SCHEDULE 13D

  

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 4 ULC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

CO

* See Item 5.

 

22
 

 

CUSIP No. 779287101   Page    23     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 2 ULC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

CO

* See Item 5.

 

23
 

 

CUSIP No. 779287101   Page    24     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings I LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,112,935*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,112,935*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,112,935*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

42.5%*

14

TYPE OF REPORTING PERSON

 

OO

* See Item 5.

 

24
 

 

CUSIP No. 779287101   Page    25     of   34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings Sub I LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,165,531*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,165,531*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,165,531*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.3%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

25
 

 

CUSIP No. 779287101   Page    26     of   34     Pages

  

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

19,947,404*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,947,404*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,947,404*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.5%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

26
 

 

CUSIP No. 370023103   Page    27     of    34     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Retail III LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,951,702*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,951,702*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

4,951,702*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 21,112,935 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.5% of the shares of Common Stock. See Item 5.

 

27
 

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 6”) amends the Schedule 13D filed on January 23, 2012 (the “Original Schedule 13D”) and amended on March 12, 2012 (“Amendment No. 1”), March 20, 2012 (“Amendment No. 2”), January 3, 2013 (“Amendment No. 3”), April 16, 2013 (“Amendment No. 4”) and August 9, 2013 (“Amendment No. 5”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 6 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 6 relates to the common stock, par value $0.01 per share (“Common Stock”), of Rouse Properties, Inc., a Delaware corporation (the “Company”).

 

This Amendment No. 6 to Schedule 13D is being filed to update the beneficial ownership information in the Schedule 13D as a result of the Consortium Liquidity Transactions (as defined in Item 4) including the removal of the persons identified in Item 5(e) as reporting persons on this Schedule 13D and the addition of certain persons identified in Item 2 as reporting persons on this Schedule 13D.

 

Item 2. Identity and Background

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) This Schedule 13D is being filed by each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

 

(i) Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario;

 

(ii) Partners Limited (“Partners Limited”), a corporation formed under the laws of the Province of Ontario, that, collectively, with its shareholders, owns, directly or indirectly, exercises control or direction over, has contractual arrangements, such as options, to acquire or otherwise holds beneficial or economic interests in approximately 127 million Class A Limited Voting Shares, representing approximately 19% of the outstanding Class A Limited voting Shares of Brookfield on a fully diluted basis, and 85,120 Class B Limited Voting Shares, representing 100% of the Class B Limited Voting Shares of Brookfield;

 

(iii) Brookfield Holdings Canada Inc. (“BHC”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;

 

(iv) Brookfield US Holdings Inc. (“BUSHI”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BHC;

 

(v) Brookfield US Corporation (“BUSC”), a Delaware corporation and a wholly-owned subsidiary of BUSHI;

 

(vi) Brookfield Asset Management Private Institutional Capital Adviser US, LLC (“BAMPIC US”), a Delaware limited liability company and a wholly-owned subsidiary of BUSC;

 

(vii) Brookfield Property Partners Limited (“BP Partners Limited”), a company formed under the laws of Bermuda and the general partner of BPY (defined below);

 

(viii) Brookfield Property Partners LP (“BPY”), a limited partnership formed under the laws of Bermuda and the general partner of Holding LP (defined below);

 

(ix) Brookfield Property L.P. (“Holding LP”), a limited partnership formed under the laws of Bermuda;

 

(x) Brookfield Retail Holdings II Sub II LLC (“BRH II Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xi) Brookfield Retail Holdings III Sub II LLC (“BRH III Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

28
 

 

(xii) Brookfield Retail Holdings IV-A Sub II LLC (“BRH IV-A Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xiii) Brookfield Retail Holdings IV-B Sub II LLC (“BRH IV-B Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xiv) Brookfield Retail Holdings IV-C Sub II LLC (“BRH IV-C Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xv) Brookfield Retail Holdings IV-D Sub II LLC (“BRH IV-D Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xvi) Brookfield Retail Holdings VII LLC (BRH VII”), a Delaware limited liability company, of which BAMPIC US is the sole managing member

 

(xvii) Brookfield BPY Holdings (US) Inc. (“CanHoldco”), a corporation formed under the laws of Ontario and a subsidiary of Holding LP;

 

(xviii) BPY Canada Subholdings 1 ULC (“CanHoldco 1”), an unlimited liability company formed under the laws of Alberta and a subsidiary of CanHoldco;

 

(xix) BPY Canada Subholdings 3 ULC (“CanHoldco 3”), an unlimited liability company formed under the laws of Alberta and a subsidiary of CanHoldco 1;

 

(xx) BPY Canada Subholdings 4 ULC (“CanHoldco 4”), an unlimited liability company formed under the laws of Alberta and a subsidiary of CanHoldco;

 

(xxi) BPY Canada Subholdings 2 ULC (“CanHoldco 2”), an unlimited liability company formed under the laws of Alberta and a subsidiary of CanHoldco 3 and CanHoldco 4;

 

(xxii) Brookfield BPY Retail Holdings I LLC (“BPY Holdings I”), a Delaware limited liability company and a subsidiary of CanHoldco 2;

 

(xxiii) Brookfield BPY Retail Holdings Sub I LLC (“BPY New SPE”), a Delaware limited liability company and a subsidiary of BPY Holding I;

 

(xxiv) Brookfield BPY Retail Holdings II LLC (“BPY Holdings II”), a Delaware limited liability company and a subsidiary of BPY Holdings I;

 

(xxv) BPY Retail III LLC (“BPY III”), a Delaware limited liability company and a subsidiary of BPY Holdings II; and

 

(xxvi) New Brookfield Retail Holdings R 2 LLC (“BRH R 2”), a Delaware limited liability company and a subsidiary of BPY Holdings II.

 

Schedule I to the Original 13D with respect to Brookfield, Schedule II to the Original 13D with respect to Partners Limited, Schedule III to the Original 13D with respect to BHC, Schedule XX to Amendment No. 4 with respect to Holding LP, Schedule XXI to Amendment No. 4 with respect to CanHoldco, Schedule XXII to Amendment No. 4 with respect to CanHoldco 1, Schedule XXIII to Amendment No. 4 with respect to CanHoldco 3, Schedule XXIV to Amendment No. 4 with respect to CanHoldco 4, Schedule XXV to Amendment No. 4 with respect to CanHoldco 2, Schedule XXVI to Amendment No. 4 with respect to BPY Holdings I, Schedule XXVII to Amendment No. 4 with respect to BPY Holdings II, Schedule XXVIII to Amendment No. 4 with respect to BPY III, Schedule XXIX to Amendment No. 4 with respect to BRH VII, Schedule XXX to Amendment No. 4 with respect to BRH R 2, Schedule XXXI to Amendment No. 5 with respect to BP Partners Limited, Schedule XXXII to this Amendment No. 6 with respect to BUSHI, Schedule XXXIII to this Amendment No. 6 with respect to BUSC, Schedule XXXIV to this Amendment No. 6 with respect to BAMPIC US, Schedule XXXV to this Amendment No. 6 with respect to BRH II Sub, Schedule XXXVI to this Amendment No. 6 with respect to BRH III Sub, Schedule XXXVII to this Amendment No. 6 with respect to BRH IV-A Sub, Schedule XXVIII to this Amendment No. 6 with respect to BRH IV-B Sub, Schedule XXXIX to this Amendment No. 6 with respect to New BRH IV-C Sub, Schedule XL to this Amendment No. 6 with respect to BRH IV-D Sub and Schedule XLI to this Amendment No. 6 with respect to BPY New SPE set forth lists of all of the directors and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Person.

 

29
 

 

(b) The principal business address of each of Brookfield, Partners Limited, BHC, CanHoldco 1, CanHoldco 3, CanHoldco 4, CanHoldco 2 and CanHoldco is 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal business address of each of BP Partners Limited, BPY and Holding LP is 73 Front Street, 5th Fl Hamilton HM 12 Bermuda. The principal address of each of BUSHI, BUSC, BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BRH R 2, BRH VII, BPY Holdings I, BPY Holdings II, BPY III, BAMPIC US and BPY New SPE is 4 Brookfield Place, 250 Vesey Street, New York, NY 10281-1021.

 

Schedule I, Schedule II, Schedule III, Schedule XX, Schedule XXI, Schedule XXII, Schedule XXIII, Schedule XXIV, Schedule XXV, Schedule XXVI, Schedule XXVII, Schedule XXVIII, Schedule XXIX, Schedule XXX, Schedule XXXI, Schedule XXXII, Schedule XXXIII, Schedule XXXIV, Schedule XXXV, Schedule XXXVI, Schedule XXXVII, Schedule XXVIII, Schedule XXXIX, Schedule XL and Schedule XLI set forth the principal business address of each Scheduled Person.

 

(c) The principal business of Brookfield is to invest and operate businesses in the real estate, power generation and infrastructure sectors. The principal business of each of Partners Limited, BHC, BUSHI, BUSC, BP Partners Limited, BPY, Holding LP, CanHoldco, CanHoldco 1, CanHoldco 3, CanHoldco 4, CanHoldco 2, BPY Holdings I, BPY Holdings II and BPY III is to serve as an holding company. The principal business of BAMPIC US is to serve as investment manager, managing member or general partner, as applicable, for a variety of certain private investment vehicles, including each of the Investment Vehicles (as defined below). The principal activity of each of (i) BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BRH VII (each, an “Investment Vehicle”) and (ii) BRH R 2 and BPY New SPE is to serve as a special purpose entity for the purpose of making certain investments, including investments in the Company.

 

Schedule I, Schedule II, Schedule III, Schedule XX, Schedule XXI, Schedule XXII, Schedule XXIII, Schedule XXIV, Schedule XXV, Schedule XXVI, Schedule XXVII, Schedule XXVIII, Schedule XXIX, Schedule XXX, Schedule XXXI, Schedule XXXII, Schedule XXXIII, Schedule XXXIV, Schedule XXXV, Schedule XXXVI, Schedule XXXVII, Schedule XXVIII, Schedule XXXIX, Schedule XL and Schedule XLI set forth the principal occupation or employment of each Scheduled Person.

 

(d),(e) During the last five years, none of the Reporting Persons nor any of the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Schedule I, Schedule II, Schedule III, Schedule XX, Schedule XXI, Schedule XXII, Schedule XXIII, Schedule XXIV, Schedule XXV, Schedule XXVI, Schedule XXVII, Schedule XXVIII, Schedule XXIX, Schedule XXX, Schedule XXXI, Schedule XXXII, Schedule XXXIII, Schedule XXXIV, Schedule XXXV, Schedule XXXVI, Schedule XXXVII, Schedule XXVIII, Schedule XXXIX, Schedule XL and Schedule XLI set forth the citizenships of each of the Scheduled Persons who is a natural person.

 

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

 

Item 3 of the Schedule 13D is hereby amended to include:

 

On November 1, 2013, following an in-kind distribution of Common Stock to holders of certain interest in the Investment Vehicles, BHC acquired 21,068 shares of Common Stock for $422,045 in cash.

 

30
 

 

Item 4. Purpose of the Transaction.

 

Item 4 of the Schedule 13D is hereby amended to include:

 

Consortium Liquidity Transactions

 

The descriptions of the transactions set forth in Item 3 of this Amendment No. 6 are incorporated by reference into Item 4.

 

On November 1, 2013, Brookfield and certain entities controlled by Brookfield entered into agreements providing for (i) the purchase and sale transactions involving Common Stock described in Item 3 of this Amendment No. 6 and (ii) the distribution by Investment Vehicles of shares of Common Stock directly held by such Investment Vehicles to holders of certain interests in such Investment Vehicles (collectively the “Consortium Liquidity Transactions”). As a result of the Consortium Liquidity Transactions, the number of shares of Common Stock beneficially owned by Brookfield and certain entities controlled by Brookfield has changed, and Item 5 of this Amendment No. 6 sets forth the beneficial ownership of the Reporting Persons following the Consortium Liquidity Transactions.

 

On November 1, 2013, the Voting Agreement was terminated by the Investment Vehicles. In addition, the Operating Agreements were amended and restated to provide for the Consortium Liquidity Transactions.

 

Investment Vehicle Mergers

 

On November 1, 2013, in connection with the Consortium Liquidity Transactions BRH II merged with its subsidiary, BRH II Sub, with BRH II Sub the surviving entity in the merger. Following the merger, the ownership of BRH II Sub was identical to the pre-merger ownership of BRH II. BRH II Sub has been included as a reporting person on this Schedule 13D.

 

On November 1, 2013, in connection with the Consortium Liquidity Transactions BRH III merged with its subsidiary, BRH III Sub, with BRH III Sub the surviving entity in the merger. Following the merger, the ownership of BRH III Sub was identical to the pre-merger ownership of BRH III. BRH III Sub has been included as a reporting person on this Schedule 13D.

 

On November 1, 2013, in connection with the Consortium Liquidity Transactions BRH IV-A merged with its subsidiary, BRH IV-A Sub, with BRH IV-A Sub the surviving entity in the merger. Following the merger, the ownership of BRH IV-A Sub was identical to the pre-merger ownership of BRH IV-A. BRH IV-A Sub has been included as a reporting person on this Schedule 13D.

 

On November 1, 2013, in connection with the Consortium Liquidity Transactions BRH IV-B merged with its subsidiary, BRH IV-B Sub, with BRH IV-B Sub the surviving entity in the merger. Following the merger, the ownership of BRH IV-B Sub was identical to the pre-merger ownership of BRH IV-B. BRH IV-B Sub has been included as a reporting person on this Schedule 13D.

 

On November 1, 2013, in connection with the Consortium Liquidity Transactions New BRH IV-C merged with its subsidiary, BRH IV-C Sub, with BRH IV-C Sub the surviving entity in the merger. Following the merger, the ownership of BRH IV-C Sub was identical to the pre-merger ownership of New BRH IV-C. BRH IV-C Sub has been included as a reporting person on this Schedule 13D.

 

On November 1, 2013, in connection with the Consortium Liquidity Transactions BRH IV-D merged with its subsidiary, BRH IV-D Sub, with BRH IV-D Sub the surviving entity in the merger. Following the merger, the ownership of BRH IV-D Sub was identical to the pre-merger ownership of BRH IV-D. BRH IV-D Sub has been included as a reporting person on this Schedule 13D.

 

31
 

 

New Operating Agreements

 

On November 1, 2013, following the Consortium Liquidity Transactions, BAMPIC US replaced BAM Canada as the managing member of the Investment Vehicles. BAMPIC US has been included as a reporting person on this Schedule 13D.

 

On November 1, 2013, following the Consortium Liquidity Transactions, The Northern Trust Company, acting in its capacity as custodian for the Future Fund Board of Guardians (“Future Fund”), entered into an amended and restated limited liability company agreement for BRH II Sub (the “BRH II Sub Operating Agreement”) with BAMPIC US as the managing member and other subsidiaries of Brookfield holding interests in BRH II Sub. Pursuant to the terms of the BRH II Sub Operating Agreement, BAMPIC US acts as managing member of BRH II Sub and has the primary role in managing, structuring, holding and disposing of the investment in the Company. In addition, the BRH II Sub Operating Agreement contains a right of first offer with respect to BRH II Sub in connection with any proposed transfer by a member of BRH II Sub interests. The summary contained herein of the BRH II Sub Operating Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the BRH II Sub Operating Agreement, a copy of which is filed as Exhibit 21 hereto and which is incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a)-(c) and (e) of the Schedule 13D is hereby amended in its entirety as follows:

 

(a)-(b) As of the close of business on November 1, 2013, the Investment Vehicles directly held and beneficially owned the shares of Common Stock indicated on the following table. Each of the Investment Vehicles shares voting and investment power as indicated in the paragraphs below the table. All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the 49,641,636 shares of Common Stock reported by the Company as outstanding as of November 1, 2013 as reported in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2013.

 

Investment Vehicle   Common Stock   Beneficial Ownership
BRH VII   2,946,661   5.9%
BRH II Sub   1,735,375   3.5%
BRH III Sub   11,539   0.02%
BRH IV-A Sub   151,726   0.3%
BRH IV-B Sub   2,653   0.01%
BRH IV-C Sub   51,774   0.1%
BRH IV-D Sub   51,974   0.1%

 

As managing member or general partner, as applicable, of each of the Investment Vehicles, BAMPIC US may be deemed to beneficially own all shares of Common Stock owned by each of the Investment Vehicles, consisting of 4,951,702 shares of Common Stock, representing 10.0% of the Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BUSHI, BUSC, BHC and Brookfield may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock.

 

BPY III is the controlling non-managing member of each Investment Vehicle. BPY III may be deemed to share voting and investment power with respect to the 4,951,702 shares of Common Stock owned by the Investment Vehicles, representing approximately 10.0% of the shares of the Common Stock. As direct and indirect controlling persons of BPY III, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY III beneficial ownership of such shares of Common Stock and Warrants.

 

As of the close of business on November 1, 2013, BRH R 2 directly held 14,995,702 shares of Common Stock, representing approximately 30.2% of the shares of Common Stock. As direct and indirect controlling persons of BRH R 2, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BRH R 2 beneficial ownership of such shares of Common Stock.

 

32
 

 

As of the close of business on November 1, 2013, BPY New SPE directly held 1,165,531 shares of Common Stock, representing 2.3% of the Common Stock. As direct and indirect controlling persons of BPY New SPE, each of BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY New SPE beneficial ownership of such shares of Common Stock.

 

None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock.

 

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Act and Rule 13d-5(b)(1) thereunder and each member of the “group” may be deemed to beneficially own all shares of Common Stock held by all members of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 21,112,935 shares of Common Stock, constituting beneficial ownership of 42.5% of the shares of the Common Stock. Each of the Investment Vehicles and other Reporting Person directly holding shares of Common Stock expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock held by each of the other Investment Vehicles and Reporting Persons.

 

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, Future Fund may be deemed to be members of a “group” with the Reporting Persons. Future Fund is not a Reporting Person on this Schedule 13D, and any obligations it may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that Future Fund beneficially owns shares of Common Stock that are not held by BRH II Sub, the Reporting Persons may be deemed to beneficially own any such shares of Common Stock, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.

 

(c) Item 3 and Item 4 of this Amendment No. 6 are incorporated by reference. Except as otherwise described in Item 3 and Item 4 of this Amendment No. 6, none of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock during the past sixty days.

 

(e) Each of Brookfield Holdings, BAM Canada, BRH II, BRH III, BRH IV-A, BRH IV-B, New BRH IV-C, BRH IV-D and BRH V ceased to be a beneficial owner of more than five percent (5%) of the shares of Common Stock outstanding as of November 1, 2013.

 

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

 

Item 6 of the Schedule 13D is hereby amended to include the following:

 

Item 3 and Item 4 to this Amendment No. 6 are incorporated by reference.

 

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an agreement on November 5, 2013, with respect to the joint filing of this Amendment No. 6 and any amendment or amendments hereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 22.

 

Item 7. Material To Be Filed as Exhibits

 

Item 7 of Schedule 13D is hereby amended to include the following:

 

Exhibit 21 Second Amended and Restated Limited Liability Company Agreement of Brookfield Retail Holdings II Sub II LLC
   
Exhibit 22 Joint Filing Agreement, dated as of November 5, 2013, by and among Brookfield Asset Management Inc., Partners Limited, Brookfield Holdings Canada Inc., Brookfield US Holdings Inc., Brookfield US Corporation, Brookfield Asset Management Private Institutional Capital Adviser US, LLC, Brookfield Property Partners Limited, Brookfield Property Partners LP, Brookfield Property L.P., Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC, Brookfield Retail Holdings IV-D Sub II LLC, New Brookfield Retail Holdings R 2 LLC, Brookfield BPY Holdings (US) Inc., BPY Canada Subholdings 1 ULC, BPY Canada Subholdings 3 ULC, BPY Canada Subholdings 4 ULC, BPY Canada Subholdings 2 ULC, Brookfield BPY Retail Holdings I LLC, Brookfield BPY Retail Holdings Sub I LLC, Brookfield BPY Retail Holdings II LLC, BPY Retail III LLC and Brookfield Retail Holdings VII LLC.

 

33
 

  

SIGNATURES

 

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

 

 Dated: November 5, 2013 BROOKFIELD ASSET MANAGEMENT INC.
   
  By: /s/ Aleks Novakovic
    Name: Aleks Novakovic
    Title: Managing Partner
     
  By: /s/ Joseph Freedman
  Name: Joseph Freedman
    Title: Senior Managing Partner

 

 Dated:  November 5, 20132 PARTNERS LIMITED
   
  By: /s/ Loretta Corso
    Name: Loretta Corso
    Title: Secretary

 

 Dated:  November 5, 2013 Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
  By: /s/ David Stalter
    Name: David Stalter
    Title: Director

 

 Dated: November 5, 2013 BROOKFIELD HOLDINGS CANADA INC.
   
  By: /s/ Aleks Novakovic
    Name: Aleks Novakovic
    Title: Vice President
   
  By: /s/ Joseph Freedman
    Name: Joseph Freedman
    Title: Vice President

 

 
 

 

 Dated:  November 5, 2013 BROOKFIELD PROPERTY PARTNERS LIMITED
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 Dated:  November 5, 2013 Brookfield Property PARTNERS LP
   
  By: Brookfield Property Partners Limited, its general partner
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 Dated:  November 5, 2013 Brookfield Property L.P.
   
  By: Brookfield Property Partners LP, its general partner
   
  By: Brookfield Property Partners Limited, its general partner
   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 Dated:  November 5, 2013 BROOKFIELD BPY HOLDINGS (US) INC.
   
  By: /s/ Steven Douglas
    Name: Steven Douglas
    Title: President & Chief Financial Officer

 

Dated:  November 5, 2013 BPY Canada Subholdings 1 ULC
   
  By: /s/ Steven Douglas
    Name: Steven Douglas
    Title: Director

 

 Dated:  November 5, 2013 BPY Canada Subholdings 3 ULC
   
  By: /s/ Steven Douglas
    Name: Steven Douglas
    Title: Director

 

Dated:  November 5, 2013 BPY Canada Subholdings 4 ULC
   
  By: /s/ Steven Douglas
    Name: Steven Douglas
    Title: Director

 

 
 

 

 Dated:  November 5, 2013 BPY Canada Subholdings 2 ULC
   
  By: /s/ Steven Douglas
    Name: Steven Douglas
    Title: Director

 

Dated:  November 5, 2013 BROOKFIELD BPY RETAIL HOLDINGS I LLC
   
  By: /s/ Steven Douglas
    Name: Steven Douglas
    Title: President & Chief Financial Officer

 

 Dated:  November 5, 2013 Brookfield BPY Retail Holdings II LLC
   
  By: /s/ Steven Douglas
    Name: Steven Douglas
    Title: President & Chief Financial Officer

 

Dated:  November 5, 2013 BPY Retail III LLC
   
  By: /s/ Steven Douglas
    Name: Steven Douglas
    Title: President & Chief Financial Officer

 

 Dated:  November 5, 2013 Brookfield Retail Holdings VII LLC
   
  By: /s/ Steven Douglas
    Name: Steven Douglas
    Title: Director

 

 Dated:  November 5, 2013 NEW BROOKFIELD RETAIL HOLDINGS R 2 LLC
   
  By: /s/ David Stalter
    Name:  David Stalter
    Title: Senior Vice President

 

 
 

 

  Dated:  November 5, 2013 BROOKFIELD RETAIL HOLDINGS II SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
  By: /s/ David Stalter
    Name: David Stalter
    Title: Director
     
  By: /s/ Mark Srulowitz
    Name: Mark Srulowitz
    Title: Secretary

 

 Dated:  November 5, 2013 BROOKFIELD RETAIL HOLDINGS III SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
   
  By: /s/ David Stalter
    Name: David Stalter
    Title: Director
     
  By: /s/ Mark Srulowitz
    Name: Mark Srulowitz
    Title: Secretary

 

 Dated:  November 5, 2013 BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
     
   
  By: /s/ David Stalter
    Name: David Stalter
    Title: Director
     
  By: /s/ Mark Srulowitz
    Name: Mark Srulowitz
    Title: Secretary

 

 
 

 

  Dated: November 5, 2013 BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
   
  By: /s/ David Stalter
    Name: David Stalter
    Title: Director
     
  By: /s/ Mark Srulowitz
    Name: Mark Srulowitz
    Title: Secretary

 

 Dated:  November 5, 2013 BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
     
   
  By: /s/ David Stalter
    Name: David Stalter
    Title: Director
     
  By: /s/ Mark Srulowitz
    Name: Mark Srulowitz
    Title: Secretary

 

 
 

 

 Dated:  November 5, 2013 BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
     
   
  By: /s/ David Stalter
    Name: David Stalter
    Title: Director
     
  By: /s/ Mark Srulowitz
    Name: Mark Srulowitz
    Title: Secretary

 

Dated:  November 5, 2013 Brookfield US Holdings Inc.
   
  By: /s/ Aleks Novakovic
  Name: Aleks Novakovic
  Title: Vice President

 

 Dated:  November 5, 2013 Brookfield US Corporation
   
  By: /s/ Aleks Novakovic
    Name: Aleks Novakovic
    Title: Director
     
 Dated:  November 5, 2013  BROOKFIELD BPY RETAIL HOLDINGS SUB I LLC 
   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

  

 
 

 

SCHEDULE XXXII

 

Brookfield US Holdings Inc.

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Derek Gorgi, Director & President 181 Bay Street, Suite 300, Brookfield Place, Toronto, ON M5J2T3 Senior Vice President, Finance Canadian
David Grosman, Vice President 181 Bay Street, Suite 300, Brookfield Place, Toronto, ON M5J2T3 Senior Vice President, Taxation Canadian
Aaron Kline, Vice President 181 Bay Street, Suite 300, Brookfield Place, Toronto, ON M5J2T3 Vice President, Taxation Canadian
Aleks Novakovic, Director & Vice President 181 Bay Street, Suite 300, Brookfield Place, Toronto, ON M5J2T3 Managing Partner Canadian
Arin Jonathan Silber, Director & Vice President 181 Bay Street, Suite 300, Brookfield Place, Toronto, ON M5J2T3 Vice President, Legal Affairs Canadian
Allen Yi, Director Vice President & Secretary 181 Bay Street, Suite 300, Brookfield Place, Toronto, ON M5J2T3 Corporate Counsel and Corporate Secretary, Corporate Legal Compliance Canadian

 

 
 

 

SCHEDULE XXXIII

 

Brookfield US Corporation

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Michelle Campbell, Secretary Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Vice President, Compliance U.S.A.
Brett Fox, Director & President Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Managing Partner, Corporate Operations, Executive U.S.A.
Derek Gorgi, Director 181 Bay Street, Suite 300, Brookfield Place, Toronto, ON M5J2T3 Senior Vice President, Finance Canadian
Jordan Kolar, Vice President Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Vice President, Tax U.S.A.
Aleks Novakovic, Director 181 Bay Street, Suite 300, Brookfield Place, Toronto, ON M5J2T3 Managing Partner Canadian
Andrew Schmidt,  Vice-President Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Director, Finance and Accounting U.S.A.
Bradley Weismiller, Director & Vice President Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President U.S.A.
John E. Zuccotti, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Chairman U.S.A.

 

 

 

 

 
 

 

SCHEDULE XXXIV

 

Brookfield Asset Management Private Institutional Capital Adviser US, LLC

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Barry Blattman, Director, President & Treasurer Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Managing Partner U.S.A
Bret Fox, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Managing Partner, Corporate Operations, Executive U.S.A
Mark Srulowitz, Secretary Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President U.S.A
David J. Stalter, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President, Tax, Real Estate U.S.A.

 

 

 
 

 

 

 

SCHEDULE XXXV

 

Brookfield Retail Holdings II Sub II LLC

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Barry Blattman, Director, President & Treasurer Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Managing Partner U.S.A
Bret Fox, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Managing Partner, Corporate Operations, Executive U.S.A
Mark Srulowitz, Secretary Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President U.S.A
David J. Stalter, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President, Tax, Real Estate U.S.A.

 

 

 
 

 

 

 

SCHEDULE XXXVI

 

Brookfield Retail Holdings III Sub II LLC

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Barry Blattman, Director, President & Treasurer Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Managing Partner U.S.A
Bret Fox, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Managing Partner, Corporate Operations, Executive U.S.A
Mark Srulowitz, Secretary Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President U.S.A
David J. Stalter, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President, Tax, Real Estate U.S.A.

 

 

 

 

 
 

 

 

 

SCHEDULE XXXVII

 

Brookfield Retail Holdings IV-A Sub II LLC

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Barry Blattman, Director, President & Treasurer Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Managing Partner U.S.A
Bret Fox, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Managing Partner, Corporate Operations, Executive U.S.A
Mark Srulowitz, Secretary Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President U.S.A
David J. Stalter, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President, Tax, Real Estate U.S.A.

 

 

 
 

 

 

 

SCHEDULE XXXVIII

 

Brookfield Retail Holdings IV-B Sub II LLC

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Barry Blattman, Director, President & Treasurer Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Managing Partner U.S.A
Bret Fox, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Managing Partner, Corporate Operations, Executive U.S.A
Mark Srulowitz, Secretary Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President U.S.A
David J. Stalter, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President, Tax, Real Estate U.S.A.

 

 

 
 

 

SCHEDULE XXXIX

 

Brookfield Retail Holdings IV-C Sub II LLC

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Barry Blattman, Director, President & Treasurer Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Managing Partner U.S.A
Bret Fox, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Managing Partner, Corporate Operations, Executive U.S.A
Mark Srulowitz, Secretary Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President U.S.A
David J. Stalter, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President, Tax, Real Estate U.S.A.

 

 

 
 

 

SCHEDULE XL

 

Brookfield Retail Holdings IV-D Sub II LLC

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Barry Blattman, Director, President & Treasurer Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Managing Partner U.S.A
Bret Fox, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Managing Partner, Corporate Operations, Executive U.S.A
Mark Srulowitz, Secretary Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President U.S.A
David J. Stalter, Director Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 Senior Vice President, Tax, Real Estate U.S.A.

 

 

 
 

 

SCHEDULE XLI

 

Brookfield BPY Retail Holdings Sub I LLC

 

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
Aaron Kline, Manager 181 Bay Street, Suite 300, Brookfield Place, Toronto, ON M5J2T3 Vice President, Taxation Canadian
Terry V. Gittens, Manager Brookfield International Bank, Cedar Court 2nd Fl, Wildey Business Park, St. Michael, Barbados BB14006 Chief Financial Officer, Brookfield International Bank Inc. Barbadian
Gregory N. McConnie, Manager & President Brookfield International Bank, Cedar Court 2nd Fl, Wildey Business Park, St. Michael, Barbados BB14006 President and CEO Barbadian
Jane Sheere, Secretary 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda                                                                                                                       Assistant Corporate Secretary, Brookfield Infrastructure Group, Brookfield Infrastructure Partners L.P British