0000899243-21-001184.txt : 20210108 0000899243-21-001184.hdr.sgml : 20210108 20210108174315 ACCESSION NUMBER: 0000899243-21-001184 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210106 FILED AS OF DATE: 20210108 DATE AS OF CHANGE: 20210108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACKMAN WILLIAM A CENTRAL INDEX KEY: 0001056513 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 21518559 BUSINESS ADDRESS: STREET 1: 787 - 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 - 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PS Management GP, LLC CENTRAL INDEX KEY: 0001336477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 21518560 BUSINESS ADDRESS: STREET 1: 787 - 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 - 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 21518561 BUSINESS ADDRESS: STREET 1: 787 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Howard Hughes Corp CENTRAL INDEX KEY: 0001498828 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 364673192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, 22ND FLOOR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 214-741-7744 MAIL ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, 22ND FLOOR CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: Spinco, Inc. DATE OF NAME CHANGE: 20100811 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-01-06 0 0001498828 Howard Hughes Corp HHC 0001336528 Pershing Square Capital Management, L.P. 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK NY 10019 1 0 1 0 0001336477 PS Management GP, LLC 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK NY 10019 1 0 1 0 0001056513 ACKMAN WILLIAM A 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK NY 10019 1 0 1 0 Common stock, par value $0.01 per share 2021-01-06 4 P 0 574846 79.12 A 11492854 I See footnotes Common stock, par value $0.01 per share 2021-01-06 4 S 0 574846 79.12 D 10918008 I See footnotes Common stock, par value $0.01 per share 2021-01-06 4 P 0 1029000 79.12 A 11947008 I See footnotes Common stock, par value $0.01 per share 2021-01-06 4 P 0 913000 79.12 A 12860008 I See footnotes Common stock, par value $0.01 per share 2021-01-06 4 C 0 610000 79.07 D 13470008 I See footnotes OTC Put Option (call equivalent position) 82.71 2021-01-06 4 P 0 2057000 11.25 D 2021-08-11 2021-08-11 Common stock, par value $0.01 per share 2057000 0 I See Footnotes OTC Put Option (call equivalent position) 91.63 2021-01-06 4 P 0 1405500 17.33 D 2021-08-11 2021-08-11 Common stock, par value $0.01 per share 1405500 0 I See Footnotes OTC Put Option (call equivalent position) 75.08 2021-01-06 4 J 0 2057000 0.00 D 2021-01-06 2021-01-06 Common stock, par value $0.01 per share 2057000 0 I See Footnotes OTC Put Option (call equivalent position) 79.07 2021-01-06 4 C 0 610000 0.00 D 2021-01-06 2021-01-06 Common stock, par value $0.01 per share 610000 0 I See Footnotes OTC Put Option (call equivalent position) 79.07 2021-01-06 4 J 0 795500 0.00 D 2021-01-06 2021-01-06 Common stock, par value $0.01 per share 795500 0 I See Footnotes In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS and PS International, the "Pershing Square Funds"). Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Ackman's position as Chief Executive Officer of Pershing Square and managing member of PS Management, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. This Form 4 is being filed as a result of the purchase and rebalance of common stock (all at a closing stock price of $79.12, the "Reference Price"), and the expiration, unwind and physical settlement of certain put options contracts (previously reported on the Form 4 dated June 5, 2020). The Reporting Persons rebalanced between PS International and PSH 574,846 shares of Common Stock at the Reference Price. The Reporting Persons, on behalf of PSH, purchased 1,942,000 shares of Common Stock at the Reference Price. The Reporting Persons, on behalf of PSH, purchased 610,000 shares of Common Stock pursuant to PSH's obligation to do so under the applicable put option contract at the sole direction of the put option counterparty using the predetermined strike price set forth in such put option contract. The Reporting Persons, on behalf of PSH, unwound all put options contracts with a maturity date of August 11, 2021 at premiums based on the Reference Price. (Continued from footnote 4) The 2,057,000 put options contracts and the 795,500 put options contracts, each with a maturity of January 6, 2021, are reported as the expiration of a call equivalent position without value provided (Code J) to or from any party. All transactions were conducted at the close of business on January 6, 2021. Mr. Ackman, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of Pershing Square, PS Management, the Pershing Square Funds and Pershing Square GP, LLC. As a result, each of those entities are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member 2021-01-08 PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member 2021-01-08 /s/ William A. Ackman 2021-01-08