SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Future Fund Board of Guardians

(Last) (First) (Middle)
LEVEL 43, 120 COLLINS STREET

(Street)
MELBOURNE C3 VIC 3000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
General Growth Properties, Inc. [ GGP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 11/01/2013 J 1,278,297 D $20.39(1) 23,100,582 I See footnote(3)
Common Stock, par value $0.01 per share 11/01/2013 J 3,271,065 A $20.39(2) 25,093,350 D
Common Stock, par value $0.01 per share 11/01/2013 J 25,093,350 D $20.39 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to acquire Common Stock (4) 11/01/2013 J 1,765,936 11/09/2010 11/09/2017 Common Stock 2,018,465 $14.76(1) 12,777,778 D
Warrant to acquire Common Stock (4) 11/01/2013 J 4,518,897 11/09/2010 11/09/2017 Common Stock 5,165,099 $14.76(2) 8,258,881 D
Explanation of Responses:
1. As a result of the Reporting Person receiving in-kind distributions of Warrants in excess of its pro rata share (in lieu of its pro rata share of Common Stock), such transaction could be deemed to be a disposition of the Reporting Person's pecuniary interest in Common Stock in exchange for acquiring pecuniary interest in Warrants having the value of such excess.
2. The Reporting Person exchanged Warrants for shares of Common Stock having the same aggregate value.
3. Shares of Common Stock are held indirectly by Brookfield Retail Holdings II Sub II LLC.
4. Each Warrant entitles the holder to purchase 1.143 shares of Common Stock at an initial exercise price of $10.75 per share, 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.
Remarks:
/s/ Barry Brakey, Authorized Signatory 11/05/2013
/s/ Mark Burgess, Authorized Signatory 11/05/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.