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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rouse Properties, Inc. [ RSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/26/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, Par Value $0.01 per share | 03/26/2012 | O | 1,809,064 | A | $15 | 1,809,064(1) | D | |||
Common Stock, Par Value $0.01 per share | 03/26/2012 | O | 756,470 | A | $15 | 2,565,534(2) | D | |||
Common Stock, Par Value $0.01 per share | $600,173 | I | see footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Rights to Acquire Shares pursuant to Rights Offering | $5.6264 | 03/26/2012 | O | 4,822,963 | 02/13/2012 | 03/16/2012 | Common Stock | 1,809,064(1) | $0 | 0 | D | ||||
Obligation to Acquire Shares pursuant to Rights Offering | $15 | 03/26/2012 | O | 1 | 03/16/2012 | 03/16/2012 | Common Stock | 756,470(2) | $0 | 0 | D |
Explanation of Responses: |
1. On March 26, 2012, the Reporting Person acquired 1,809,064 shares of Common Stock of the Issuer at a price of $15.00 per share pursuant to such Reporting Person's exercise of basic subscription rights in the Issuer's rights offering. |
2. On March 26, 2012, the Reporting Person acquired 756,470 shares of Common Stock of the Issuer at a price of $15.00 per share pursuant to an exercise of its "over-subscription privilege" to acquire additional shares of Common Stock in the Issuer's rights offering. |
3. Shares of Common Stock of the Issuer directly beneficially owned by Brookfield Retail Holdings R 1 Inc. ("Holdco"), of which the Reporting Person is a shareholder. |
/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 | 03/28/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |