0000899243-18-023508.txt : 20180829
0000899243-18-023508.hdr.sgml : 20180829
20180829190310
ACCESSION NUMBER: 0000899243-18-023508
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180827
FILED AS OF DATE: 20180829
DATE AS OF CHANGE: 20180829
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HURWITZ DANIEL B
CENTRAL INDEX KEY: 0001191860
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34948
FILM NUMBER: 181045289
MAIL ADDRESS:
STREET 1: 3300 ENTERPRISES PARKWAY
CITY: BEACHWOOD
STATE: OH
ZIP: 44122
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Brookfield Property REIT 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: 350 N. ORLEANS ST.
STREET 2: SUITE 300
CITY: CHICAGO
STATE: IL
ZIP: 60654-1607
BUSINESS PHONE: 312-960-5000
MAIL ADDRESS:
STREET 1: 350 N. ORLEANS ST.
STREET 2: SUITE 300
CITY: CHICAGO
STATE: IL
ZIP: 60654-1607
FORMER COMPANY:
FORMER CONFORMED NAME: GGP Inc.
DATE OF NAME CHANGE: 20170127
FORMER COMPANY:
FORMER CONFORMED NAME: General Growth Properties, Inc.
DATE OF NAME CHANGE: 20101109
FORMER COMPANY:
FORMER CONFORMED NAME: New GGP, Inc.
DATE OF NAME CHANGE: 20100706
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-08-27
1
0001496048
Brookfield Property REIT Inc.
BPR
0001191860
HURWITZ DANIEL B
C/O BROOKFIELD PROPERTY REIT INC.
350 N. ORLEANS, SUITE 300
CHICAGO
IL
60654
1
0
0
0
Common Stock
2018-08-28
4
D
0
14325
D
0
I
By Trust
Common Stock
2018-08-28
4
D
0
13384
D
0
I
By LLC
Common Stock
2018-08-28
4
D
0
7883
D
0
D
Class A Stock
2018-08-27
4
J
0
14124
A
14124
I
By Trust
Class A Stock
2018-08-27
4
J
0
13196
A
27320
I
By LLC
Class A Stock
2018-08-27
4
J
0
7772
A
36092
D
Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among Brookfield Property Partners L.P. ("BPY"), Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and GGP Inc. (the "Issuer") (as amended on June 25, 2018, the "Merger Agreement"). At the effective time of the merger (the "Merger Effective Time") as contemplated in the Merger Agreement, each share of outstanding common stock (other than appraisal shares, shares of restricted common stock and certain other shares) was cancelled in exchange for $0.312 per share (the "Per Share Merger Consideration").
The reporting person is a controlling member of the LLC that owns the reported securities.
Shares of the Issuer's class A stock, par value $0.01 per share ("class A stock"), were issued to certain holders of record of GGP common stock as of the end of trading on the New York Stock Exchange on July 27, 2018 (the "Pre-Closing Dividend"). The Pre-Closing Dividend consisted of either cash or equity (in the form of class A stock or limited partnership units of Brookfield Property Partners L.P. ("BPY")). Depending on the elections made by the Reporting Person, and the proration of the Pre-Closing Dividend pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among BPY, Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and the Issuer (as amended on June 25, 2018, the "Merger Agreement"), each share of the Issuer's common stock received up to 0.986 shares of class A stock or 0.986 limited partnership units of BPY.
(Continued from footnote 3) At this time, the number of shares of class A stock issued to the reporting person in the pre-closing dividend was unable to be determined, and for reporting purposes, we have assumed that the reporting person received the maximum number of shares of class A stock that could have been received.
/s/ Daniel B Hurwitz
2018-08-29