0001144204-13-059034.txt : 20131105 0001144204-13-059034.hdr.sgml : 20131105 20131105215214 ACCESSION NUMBER: 0001144204-13-059034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131101 FILED AS OF DATE: 20131105 DATE AS OF CHANGE: 20131105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: General Growth Properties, Inc. CENTRAL INDEX KEY: 0001496048 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 272963337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 110 N. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-960-5000 MAIL ADDRESS: STREET 1: 110 N. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: New GGP, Inc. DATE OF NAME CHANGE: 20100706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Holdings Canada CENTRAL INDEX KEY: 0001540230 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 131194516 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 4 1 v359377_form4.xml FORM 4 X0306 4 2013-11-01 0 0001496048 General Growth Properties, Inc. GGP 0001540230 Brookfield Holdings Canada 181 BAY STREET BROOKFIELD PLACE, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization *** Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 1562170 20.39 A 1562170 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 760807 20.39 D 801363 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 17381856 20.39 A 17381856 D Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 7529107 20.39 A 7529107 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 2158038 14.76 D 2010-11-09 2017-11-09 Common Stock 2466637 0 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 1051036 14.76 A 2010-11-09 2017-11-09 Common Stock 1201334 1051036 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 7115135 14.76 A 2010-11-09 2017-11-09 Common Stock 8132599 7115135 D Warrants to acquire Common Stock 2013-11-01 4 J 0 14056096 14.76 A 2010-11-09 2017-11-09 Common Stock 16066118 14056096 I see footnote See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. See Exhibit 99.1; Note 5. See Exhibit 99.1; Note 6. *** Brian Kingston, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of BAM and certain of its affiliates, including the Reporting Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses. /s/ Aleks Novakovic, Vice President 2013-11-05 EX-99.1 2 v359377_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1) Common Stock and Warrants held directly by Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., (“BAMPIC”). BAMPIC is an indirect subsidiary of the Reporting Person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants directly held by BAMPIC is reported herein.

(2) Common Stock and Warrants held directly by Brookfield US Holdings Inc., an Ontario corporation (“BUSHI”). BAMPIC is a direct subsidiary of the Reporting Person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants directly held by BUSHI is reported herein.

(3) The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are directly beneficially owned by BAMPIC and BUSHI, except to the extent of any indirect pecuniary interest therein.

(4) As a result of BAMPIC receiving in-kind distributions of shares of Common Stock in excess of its pro rata share (in lieu of its share of Warrants), such transaction would be deemed to be a disposition of BAMPIC’s pecuniary interest in Warrants in exchange for acquiring pecuniary interest in additional shares of Common Stock having the value of such excess.

(5) BAMPIC exchanged shares of Common Stock for Warrants having the same value.

(6) Each Warrant entitled the holder to purchase 1.143 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer.