0001144204-13-022294.txt : 20130416 0001144204-13-022294.hdr.sgml : 20130416 20130416172937 ACCESSION NUMBER: 0001144204-13-022294 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130412 FILED AS OF DATE: 20130416 DATE AS OF CHANGE: 20130416 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: Brookfield Retail Split LP CENTRAL INDEX KEY: 0001504719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 13764908 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 4 1 v341116_4.xml OWNERSHIP DOCUMENT X0306 4 2013-04-12 1 0001496048 General Growth Properties, Inc. GGP 0001504719 Brookfield Retail Split LP THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 1 0 1 1 Director by Deputization*** Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 79094965 0 D 0 I see footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 53879801 0 D 0 I see footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 61803287 0 D 0 I see footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 7108442 0 D 0 I see footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 14195099 0 D 0 I see footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 4755658 0 D 0 I see footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 4777095 0 D 0 I see footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 20997838 0 D 2010-11-09 2017-11-09 Common Stock 20997838 0 I see footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 14408735 0 D 2010-11-09 2017-11-09 Common Stock 14408735 0 I see footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 16527664 0 D 2010-11-09 2017-11-09 Common Stock 16527664 0 I see footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 1910902 0 D 2010-11-09 2017-11-09 Common Stock 1910902 0 I see footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 3814096 0 D 2010-11-09 2017-11-09 Common Stock 3814096 0 I see footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 1277803 0 D 2010-11-09 2017-11-09 Common Stock 1277803 0 I see footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 1277803 0 D 2010-11-09 2017-11-09 Common Stock 1277803 0 I see footnote See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. See Exhibit 99.1; Note 5. See Exhibit 99.1; Note 6. See Exhibit 99.1; Note 7. See Exhibit 99.1; Note 8. See Exhibit 99.1; Note 9. See Exhibit 99.1; Note 10. *** Cyrus Madon, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of BAM and certain of its affiliates, including the Reporting Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses By Karen Ayre, Vice President of Brookfield REP GP Inc., General Partner of Brookfield Retail Split LP /s/ Karen Ayre 2013-04-16 EX-99.1 2 v341116_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

 

(1) Common Stock and Warrants held directly by Brookfield Retail Holdings LLC, a Delaware limited liability company (“BRH”).

 

(2) Common Stock and Warrants held directly by Brookfield Retail Holdings II LLC, a Delaware limited liability company (“BRH II”).

 

(3) Common Stock and Warrants held directly by Brookfield Retail Holdings III LLC, a Delaware limited liability company (“BRH III”).

 

(4) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A LLC, a Delaware limited liability company (“BRH IV-A”).

 

(5) Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B LLC, a Delaware limited liability company (“BRH IV-B”) and held in title by Brookfield US Retail Holdings LLC.

 

(6) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-C Sub LLC, a Delaware limited liability company (“BRH IV-C”).

 

(7) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D LLC, a Delaware limited liability company (“BRH IV-D” and, together with BRH, BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C and BRH IV-D, the “Investment Vehicles”)

 

(8) The Reporting Person, as the holder of Class A interests in each Investment Vehicle, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by each Investment Vehicle. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.

 

(9) Each Warrant entitles the holder to purchase one share 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.

 

(10) The Reporting Person was wound up and distributed its interests in the Investment Vehicles to its limited partners.