SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schreiber John

(Last)

(First)

(Middle)

C/O GENERAL GROWTH PROPERTIES, INC.

110 NORTH WACKER DRIVE

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
General Growth Properties, Inc. [ GGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2012		A		9,843⁽¹⁾	A	$0	14,714	D
Common Stock								50,285,821	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the grant of restricted stock to the reporting person under the General Growth Properties, Inc. 2010 Equity Incentive Plan. The grant vests in 25% increments on each of March 31, 2012, June 30, 2012, September 30, 2012 and December 31, 2012.

2. BREP (GGP) VI-A directly owns 11,915,823 shares of common stock of General Growth Properties, Inc., par value $0.01 per share ("Common Stock"), BREP (GGP) VI L.P. directly owns 20,320,199 shares of Common Stock, BREP (GGP) VI.TE.1 L.P. directly owns 5,565,227 shares of Common Stock, BREP (GGP) VI.TE.2 L.P. directly owns 11,849,230 shares of Common Stock, Blackstone Real Estate Partners VI L.P. directly owns 260,024 shares of Common Stock and warrants to purchase 2,126,540 shares of Common Stock, Blackstone Real Estate Partners (AIV) VI L.P. directly owns 754 shares of Common Stock and warrants to purchase 18,128 shares of Common Stock, (continued in footnote 3).

3. Blackstone Real Estate Partners VI.F L.P. directly owns 116,709 shares of Common Stock and warrants to purchase 954,474 shares of Common Stock, Blackstone Real Estate Partners VI.TE.1 L.P. directly owns 71,214 shares of Common Stock and warrants to purchase 582,410 shares of Common Stock, Blackstone Real Estate Partners VI.TE.2 L.P. directly owns 153,088 shares of Common Stock and warrants to purchase 1,240,042 shares of Common Stock, Blackstone Real Estate Holdings VI L.P. directly owns 1,842 shares of Common Stock and warrants to purchase 15,064 shares of Common Stock, and Blackstone GGP Principal Transaction Partners L.P. directly owns 31,711 shares of Common Stock and warrants to purchase 259,342 shares of Common Stock. (continued in footnote 4)

4. Blackstone Real Estate Associates VI L.P. is the general partner of each of the Blackstone Funds other than Blackstone Real Estate Holdings VI L.P., and BREP VI Side-by-Side GP L.P.is the general partner of Blackstone Real Estate Holdings VI L.P. BREA VI L.L.C. is the general parter of Blackstone Real Estate Associates VI L.P. Blackstone Holdings III L.P. is the managing member of BREA VI L.L.C. and the sole member of BREP VI Side-by-Side GP L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. (continued in footnote 5)

5. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. The Blackstone Group L.P. is the managing member of Blackstone Holdings III GP Management L.L.C. The Blackstone Group L.P. is controlled by its general partner, Blackstone Group Management L.L.C. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C. Each of such entities and Mr. Schwarzman may be deemed to beneficially own the shares and warrants beneficially owned by the Blackstone Funds, BREP (GGP) VI L.P., BREP (GGP) VI-A L.P., BREP (GGP) VI.TE.1 L.P. and BREP (GGP) VI.TE.2 L.P., but each disclaims benficial ownership of such shares and warrants except to the extent of its or his indirect pecuniary interest therein. Mr. Schreiber may be deemed to share dispositive power over these shares and warrants, but Mr. Schreiber disclaims beneficial ownership of such shares and warrants except to the extent of his indirect pecuniary interest therein.

Remarks:

Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, Mr. Schreiber herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the Indirectly owned shares of Common Stock covered by this Statement, except to the extent of his pecuniary interest in such shares of Common Stock.

	/s/ Stacie L. Herron, by power of attorney	01/05/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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