0001104659-23-073370.txt : 20230621 0001104659-23-073370.hdr.sgml : 20230621 20230621162613 ACCESSION NUMBER: 0001104659-23-073370 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230616 FILED AS OF DATE: 20230621 DATE AS OF CHANGE: 20230621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHEPSMAN STEVEN H CENTRAL INDEX KEY: 0001188247 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 231030218 MAIL ADDRESS: STREET 1: 1646 N. CALIFORNIA BOULEVARD STREET 2: SUITE 500 CITY: WALNUT CREEK STATE: CA ZIP: 94596 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 tm2317679-9_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-06-16 0 0001498828 Howard Hughes Corp HHC 0001188247 SHEPSMAN STEVEN H 9950 WOODLOCH FOREST DRIVE SUITE 1100 THE WOODLANDS TX 77380 1 0 0 0 0 Common stock, $0.01 par value 2023-06-16 4 A 0 1905 0 A 15943 D Common stock, $0.01 par value 9005 I See footnote Represents restricted stock granted to non-employee directors pursuant to The Howard Hughes Corporation 2020 Equity Incentive Plan. The shares vest on the earlier of the 2024 annual meeting of stockholdersof The Howard Hughes Corporation or June 1, 2024. Represents shares held by Sam De Realty II, L.P. ("Sam De Realty"), a limited partnership for which the reporting person is the general partner. By virtue of his position as general partner of Sam De Realty, the reporting person may be deemed to be the beneficial owner of such shares. Exhibit 24 - Power of Attorney /s/ Nathan Bryce (Attorney-in-Fact for Steven H. Shepsman) 2023-06-21 EX-24 2 tm2317679d9_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of David R. O’Reilly, Nancy Fairfield, and Nathan Bryce, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

	(1)	prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

	(2)	execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of The Howard Hughes Corporation (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

	(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

	(4)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in- fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney- in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21^st day of June, 2023.

	Signature
	/s/ Steven H. Shepsman
	Steven H. Shepsman