SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 8)

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

January 13, 2014

(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).

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* 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 37.3% of the shares of Common Stock. See Item 5.

EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 8”) 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”), August 9, 2013 (“Amendment No. 5”), November 5, 2013 (“Amendment No. 6”), and January 8, 2014 (“Amendment No. 7”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 8 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 8 relates to the common stock, par value $0.01 per share (“Common Stock”), of Rouse Properties, Inc., a Delaware corporation (the “Company”).

Item 5. Purpose of the Transaction.

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

(a)-(b) As of the close of business on January 13, 2014, 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 56,648,436 shares of Common Stock reported by the Company as outstanding as of January 13, 2014 following the Offering in its prospectus supplement pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on January 8, 2014 (not including the 1,050,000 shares of Common Stock subject to the underwriters’ option to purchase additional shares of Common Stock in connection with the Offering).

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 8.7% 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 8.7% 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 26.5% 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.

As of the close of business on November 1, 2013, BPY New SPE directly held 1,165,531 shares of Common Stock, representing 2.1% 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 37.3% of the shares of the Common Stock. Each of the Investment Vehicles and other Reporting Persons 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) Except as otherwise described in Item 4 of Amendment No. 7, 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.

Item 7. Material To Be Filed as Exhibits

Item 7 of Schedule 13D is hereby amended to include the following (which was inadvertently omitted from Amendment No. 7):

Exhibit 23              Form of Lock-up Agreement

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.

Exhibit 23

January 6, 2014

Merrill Lynch, Pierce, Fenner & Smith
                    Incorporated
One Bryant Park
New York, New York 10036

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street

New York, New York 10281

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010

KeyBanc Capital Markets Inc.
127 Public Square, 4th Floor
Cleveland, Ohio 44114

Re: Proposed Public Offering by Rouse Properties, Inc.

Dear Sirs:

The undersigned, a stockholder of Rouse Properties, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Barclays Capital Inc. (“Barclays”), RBC Capital Markets, LLC (“RBC Capital Markets”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and KeyBanc Capital Markets Inc. (“KeyBanc,” and, together with Merrill Lynch, Barclays, RBC Capital Markets and Credit Suisse, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and Rouse Properties, LP providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of Merrill Lynch, Barclays and RBC Capital Markets, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, Barclays and RBC Capital Markets in the following circumstances:

(i) as a bona fide gift or gifts, or to a nominee or custodian of a person to whom such a bona fide gift or gift is made; or

(ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), or to a nominee or custodian of such trust; or

(iii) as a distribution to limited partners, members or stockholders of the undersigned, or, in each case, to a nominee or custodian thereof; or

(iv) to the undersigned’s affiliates (including any wholly-owned subsidiary of the undersigned) or to any investment fund or other entity controlled or managed by the undersigned or an affiliate of the undersigned, or, in each case, to a nominee or custodian thereof; or

(v) pursuant to an order of a court or regulatory agency or to comply with any regulations related to our ownership of Lock-Up Securities; provided that in the case of any transfer or distribution pursuant this clause, any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Lock-Up Securities shall state that such transfer is pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of Lock-Up Securities unless such a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority;

provided, that, (1) other than for transfers pursuant to clause (iii) or clause (v) above, the Representatives receive a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee or transferee, or nominee or custodian thereof, as the case may be, (2) other than for transfers pursuant to clause (iv) above, any such transfer shall not involve a disposition for value, (3) in the case of clauses (i) and (ii) above, such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act), and (4) in the case of clause (iii) above, (x) any transfer (or transfers) of greater than 1,725,311 shares of Common Stock in the aggregate would not be required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Exchange Act, and (y) with respect to any transfer (or transfers) of up to 1,725,311 shares of Common Stock in the aggregate that are required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Exchange Act, the undersigned shall include a statement in such report or reports to the effect that the transfer (or transfers) did not involve a disposition for value.

Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the public offering pursuant to the Underwriting Agreement.

Notwithstanding the foregoing, if:

(1) during the last 17 days of the 60-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2) prior to the expiration of the 60-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day lock-up period,

the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Merrill Lynch, Barclays and RBC Capital Markets waive, in writing, such extension.

If any record or beneficial owner of the Common Stock other than the undersigned is granted an early release from the lock-up restrictions described herein during the lock-up period with respect to shares of Common Stock of the Company having a value in excess of $100,000 in the aggregate (whether in one or multiple releases), then the same percentage of shares of Common Stock held by the undersigned shall also be granted an early release from the lock-up restrictions described herein on a pro rata basis with all record or beneficial holders of similarly restricted shares of Common Stock based on the maximum percentage of shares of Common Stock held by any such record or beneficial holder of shares of Common Stock being released from such holder’s lock-up agreement. Notwithstanding any other provisions of this lock-up agreement, if Merrill Lynch, Barclays and RBC Capital Markets in their sole judgment determine that a record or beneficial owner of shares of Common Stock should be granted an early release from a lock-up agreement due to circumstances of an emergency or hardship, then the undersigned shall not have any right to be granted an early release pursuant to the terms of this paragraph. Merrill Lynch, Barclays and RBC Capital Markets shall use commercially reasonable efforts to provide notice to the Company upon the occurrence of a release of a holder of shares of Common Stock of its obligations under any lock-up agreement executed in connection with the public offering of the shares of Common Stock that gives rise to a corresponding release of the undersigned’s lock-up agreement pursuant to the terms of this paragraph; provided, that, the failure to give such notice shall not give rise to any claim or liability against the Representatives.

This lock-up agreement shall be terminated and the undersigned shall be released from its obligations hereunder upon the earlier of (i) the date the registration statement filed with the Securities and Exchange Commission with respect to the offering is withdrawn, (ii) the date on which for any reason the Underwriting Agreement is terminated (other than the provisions thereof that survive termination) prior to payment for and delivery of the shares to be sold thereunder (other than pursuant to the Underwriters’ option to purchase additional shares of Common Stock) or (iii) January 15, 2014, if the offering is not completed by such date.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

Very truly yours,

Signature:                                        

Print Name: