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
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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*
Brookfield Retail Split LP

(Last) (First) (Middle)
THREE WORLD FINANCIAL CENTER
200 VESEY STREET, 11TH FLOOR

(Street)
NEW YORK NY 10281

(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)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization***
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2013
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 04/12/2013 J(10) 79,094,965 D $0 0 I see footnote(1)(8)
Common Stock, Par Value $0.01 per share 04/12/2013 J(10) 53,879,801 D $0 0 I see footnote(2)(8)
Common Stock, Par Value $0.01 per share 04/12/2013 J(10) 61,803,287 D $0 0 I see footnote(3)(8)
Common Stock, Par Value $0.01 per share 04/12/2013 J(10) 7,108,442 D $0 0 I see footnote(4)(8)
Common Stock, Par Value $0.01 per share 04/12/2013 J(10) 14,195,099 D $0 0 I see footnote(5)(8)
Common Stock, Par Value $0.01 per share 04/12/2013 J(10) 4,755,658 D $0 0 I see footnote(6)(8)
Common Stock, Par Value $0.01 per share 04/12/2013 J(10) 4,777,095 D $0 0 I see footnote(7)(8)
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
Warrants to acquire Common Stock (9) 04/12/2013 J(10) 20,997,838 11/09/2010 11/09/2017 Common Stock 20,997,838 $0 0 I see footnote(1)(8)
Warrants to acquire Common Stock (9) 04/12/2013 J(10) 14,408,735 11/09/2010 11/09/2017 Common Stock 14,408,735 $0 0 I see footnote(2)(8)
Warrants to acquire Common Stock (9) 04/12/2013 J(10) 16,527,664 11/09/2010 11/09/2017 Common Stock 16,527,664 $0 0 I see footnote(3)(8)
Warrants to acquire Common Stock (9) 04/12/2013 J(10) 1,910,902 11/09/2010 11/09/2017 Common Stock 1,910,902 $0 0 I see footnote(4)(8)
Warrants to acquire Common Stock (9) 04/12/2013 J(10) 3,814,096 11/09/2010 11/09/2017 Common Stock 3,814,096 $0 0 I see footnote(5)(8)
Warrants to acquire Common Stock (9) 04/12/2013 J(10) 1,277,803 11/09/2010 11/09/2017 Common Stock 1,277,803 $0 0 I see footnote(6)(8)
Warrants to acquire Common Stock (9) 04/12/2013 J(10) 1,277,803 11/09/2010 11/09/2017 Common Stock 1,277,803 $0 0 I see footnote(7)(8)
Explanation of Responses:
1. See Exhibit 99.1; Note 1.
2. See Exhibit 99.1; Note 2.
3. See Exhibit 99.1; Note 3.
4. See Exhibit 99.1; Note 4.
5. See Exhibit 99.1; Note 5.
6. See Exhibit 99.1; Note 6.
7. See Exhibit 99.1; Note 7.
8. See Exhibit 99.1; Note 8.
9. See Exhibit 99.1; Note 9.
10. See Exhibit 99.1; Note 10.
Remarks:
*** 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 04/16/2013
** 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).
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