0000899243-22-037893.txt : 20221207 0000899243-22-037893.hdr.sgml : 20221207 20221207171354 ACCESSION NUMBER: 0000899243-22-037893 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221205 FILED AS OF DATE: 20221207 DATE AS OF CHANGE: 20221207 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: 221450843 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: 221450844 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: 221450845 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: 9950 WOODLOCH FOREST DR. STREET 2: SUITE 1100 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 281-929-7700 MAIL ADDRESS: STREET 1: 9950 WOODLOCH FOREST DR. STREET 2: SUITE 1100 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Spinco, Inc. DATE OF NAME CHANGE: 20100811 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-05 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 2022-12-05 4 P 0 568681 75.61 A 15749050 I See footnotes Common stock, par value $0.01 per share 2022-12-06 4 P 0 47033 72.82 A 15796083 I See footnotes Common stock, par value $0.01 per share 2022-12-07 4 P 0 41446 73.15 A 15837529 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 purchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 ("Rule 10b-18"). On December 5, 2022, PSH purchased 568,681 shares of Common Stock in a privately negotiated block transaction, the consideration of which included the purchase price listed herein and a fee waiver from Pershing Square in favor of the block seller (and certain affiliates) for investments in PS and PS International. As of the date of this filing, the block seller's approximate investment in PS and PS International was less than $11,000,000.00. On December 6, 2022 and December 7, 2022, shares were purchased in open market transactions under Rule 10b-18. Further details are set out in the Schedule 13D/A filed the date hereof. 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 2022-12-07 PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member 2022-12-07 /s/ William A. Ackman 2022-12-07