0000903423-13-000615.txt : 20131112
0000903423-13-000615.hdr.sgml : 20131111
20131112182431
ACCESSION NUMBER: 0000903423-13-000615
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131101
FILED AS OF DATE: 20131112
DATE AS OF CHANGE: 20131112
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: Revere Holdings Ltd
CENTRAL INDEX KEY: 0001591751
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34948
FILM NUMBER: 131211820
BUSINESS ADDRESS:
STREET 1: ZEPHYR HOUSE
STREET 2: 122 MARY STREET, PO BOX 709
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1107
BUSINESS PHONE: (345) 949 4544
MAIL ADDRESS:
STREET 1: ZEPHYR HOUSE
STREET 2: 122 MARY STREET, PO BOX 709
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Abu Dhabi Investment Authority
CENTRAL INDEX KEY: 0001362558
STATE OF INCORPORATION: C0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34948
FILM NUMBER: 131211821
BUSINESS ADDRESS:
STREET 1: P.O. BOX 3600
CITY: EMIRATE OF ABU DHABI
STATE: C0
ZIP: 3600
BUSINESS PHONE: 971 2 4154242
MAIL ADDRESS:
STREET 1: P.O. BOX 3600
CITY: EMIRATE OF ABU DHABI
STATE: C0
ZIP: 3600
3
1
adiaf3.xml
OWNERSHIP DOCUMENT
X0206
3
2013-11-01
0
0001496048
General Growth Properties, Inc.
GGP
0001362558
Abu Dhabi Investment Authority
211 CORNICHE STREET
PO BOX 3600
EMIRATE OF ABU DHABI
C0
3600
UNITED ARAB EMIRATES
0
0
1
0
0001591751
Revere Holdings Ltd
ZEPHYR HOUSE
122 MARY STREET, PO BOX 709
GRAND CAYMAN
E9
KY1-1107
CAYMAN ISLANDS
0
0
1
0
Common Stock
29854451
D
Warrants to acquire Common Stock
9.4061
2010-11-09
2017-11-09
Common Stock
6342880
D
Revere Holdings Limited ("Revere") directly holds 29,721,074 shares of common stock, par value $0.01 per share (the "Common Stock"), of General Growth Properties, Inc. (the "Issuer") and 5,549,326 warrants representing the right to acquire 6,342,880 shares of Common Stock (collectively, the "Revere Shares"). The Abu Dhabi Investment Authority ("ADIA" and, together with Revere, the "Reporting Persons") is the sole owner of Revere and therefore may also be deemed to beneficially own the Revere Shares. In addition, ADIA may be deemed to beneficially own an aggregate of 133,377 shares of Common Stock that have been purchased for the account of ADIA by various external investment managers (collectively, the "Managed Shares").
Because of the relationship between Revere and ADIA, Revere may also be deemed to have beneficial ownership of the Managed Shares. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Each warrant currently entitles the holder to purchase 1.143 shares of Common Stock at an exercise price of $9.4061 per share. The exercise price and the number of shares of Common Stock issuable upon exercise of the warrants continue to be 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.
/s/ Khaled Al Khoori, Authorized Signatory of Abu Dhabi Investment Authority
2013-11-12
/s/ Majed Al Romaithi, Authorized Signatory of Abu Dhabi Investment Authority
2013-11-12
/s/ Khaled Al Khajeh, Authorized Signatory of Revere Holdings Limited
2013-11-12
/s/ Thomas Arnold, Authorized Signatory of Revere Holdings Limited
2013-11-12