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)
03/06/2013

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	03/06/2013		S		18,000,000	D	$19.8	23,431,803	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								23,442	D

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. In the reported transaction, BREP (GGP) VI L.P. sold 7,269,597 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, BREP (GGP) VI-A L.P. sold 4,262,912 shares of Common Stock, BREP (GGP) VI.TE.1 L.P. sold 1,990,973 shares of Common Stock, BREP (GGP) VI.TE.2 L.P. sold 4,239,088 shares of Common Stock, Blackstone Real Estate Partners VI L.P. sold 97,172 shares of Common Stock, Blackstone Real Estate Partners (AIV) VI L.P. sold 282 shares of Common Stock, Blackstone Real Estate Partners VI.F L.P. sold 43,614 shares of Common Stock, Blackstone Real Estate Partners VI.TE.1 L.P. sold 26,613 shares of Common Stock, Blackstone Real Estate Partners VI.TE.2 L.P. sold 57,210 shares of Common Stock, Blackstone Real Estate Holdings VI L.P. sold 688 shares of Common Stock and Blackstone GGP Principal Transaction Partners L.P. sold 11,851 shares of Common Stock. (continued in footnote 2)

2. Following the reported transaction, BREP (GGP) VI L.P. directly owns 9,589,815 shares of Common Stock, BREP (GGP) VI-A L.P. directly owns 5,623,495 shares of Common Stock, BREP (GGP) VI.TE.1 L.P. directly owns 2,626,426 shares of Common Stock and BREP (GGP) VI.TE.2 L.P. directly owns 5,592,067 shares of Common Stock. Blackstone Real Estate Associates VI L.P. is the general partner of (i) Blackstone Real Estate Partners VI L.P., (ii) Blackstone Real Estate Partners (AIV) VI L.P., (iii) Blackstone Real Estate Partners VI.F L.P., (iv) Blackstone Real Estate Partners VI.TE.1 L.P., (v) Blackstone Real Estate Partners VI.TE.2 L.P. and (vi) Blackstone GGP Principal Transaction Partners L.P. BREP VI Side-by-Side GP L.L.C. is the general partner of Blackstone Real Estate Holdings VI L.P. (together with the entities in clauses (i) through (vi), the "Blackstone Funds"). (continued in footnote 3)

3. Blackstone Real Estate Associates VI (GGP) L.L.C. is the general partner of 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. (collectively, the "Blackstone Subsidiaries"). Blackstone Real Estate Associates VI L.P. is the sole member of Blackstone Real Estate Associates VI (GGP) L.L.C. BREA VI L.L.C. is the general partner 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. 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. (continued in footnote 4)

4. The Blackstone Group L.P. is controlled by its general partner, Blackstone Group Management L.L.C., which is in turn wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such entities and Mr. Schwarzman may be deemed to beneficially own the securities beneficially owned by the Blackstone Funds and the Blackstone Subsidiaries directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein. Mr. Schreiber may be deemed to share dispositive power over these securities, but Mr. Schreiber disclaims beneficial ownership of such securities 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 beneficially owned securities covered by this Statement, except to the extent of his pecuniary interest in such securities.

	/s/ Stacie L. Herron, by power of attorney	03/08/2013
	** Signature of Reporting Person	Date
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