SEC FORM 4/A

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^*

Brookfield Retail Holdings V LP

(Last)

(First)

(Middle)

THREE WORLD FINANCIAL CENTER

200 VESEY STREET

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rouse Properties, Inc. [ RSE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/13/2012

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, Par Value $0.01 per share	03/08/2012		J⁽¹⁾		600,173	D⁽¹⁾	$14.73⁽²⁾	0	D
Common Stock, Par Value $0.01 per share	03/08/2012		J⁽¹⁾		600,173	A⁽¹⁾	$14.73⁽²⁾	600,173	I	See footnote⁽¹⁾

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)
Rights to Acquire Shares pursuant to Rights Offering	$5.6264	03/08/2012		J⁽³⁾		2,946,661		02/13/2012	03/16/2012	Common Stock	1,105,276	$0	3,546,834	D
Rights to Acquire Shares pursuant to Rights Offering	$5.6264	03/08/2012		J⁽⁴⁾		1,276,129		02/13/2012	03/16/2012	Common Stock	478,668	$0	4,822,963	D

Explanation of Responses:

1. Change only in form of pecuniary interest. On March 8, 2012, the Reporting Person contributed 600,173 shares of Common Stock of the Issuer (the "Shares") directly beneficially owned by the Reporting Person to Brookfield Retail Holdings R 1 Inc. ("Holdco"). In exchange for such contribution, the Reporting Person acquired (i) 66.5427 shares in Holdco representing a proportionate interest in Holdco equivalent to 600,173 of the Shares held by Holdco following the contribution and (ii) pursuant to a loan agreement, a note with Holdco in a principal amount of $3,726,391.20, which accrues interest at a rate of 8% per annum. As a result of the contribution of Shares in exchange for an issuance to the Reporting Person of shares in Holdco, the Reporting Person's rights with respect to the Shares did not change.

2. Change only in form of pecuniary interest. Price represents closing market price of Shares on date of contribution.

3. On March 8, 2012, the Reporting Person received 2,946,661 rights to acquire Shares from Brookfield Retail Holdings LLC. Each right represents the right to subscribe for 0.375094056 Shares at a price of $15.00 per share.

4. On March 8, 2012, the Reporting Person received 1,276,129 rights to acquire Shares from Brookfield Retail Holdings VI LLC. Each right represents the right to subscribe for 0.375094056 Shares at a price of $15.00 per share.

	/s/ Karen Ayre, Vice President of Brookfield Private Funds Holding Inc., as General Partner of Brookfield Asset Management Private Institutional Adviser (Canada) L.P., managing member of Brookfield Retail Holdings V LP	03/15/2012
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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