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 Holdings Canada Inc.

(Last) (First) (Middle)
181 BAY STREET, SUITE 300

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GGP 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)
10/06/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 10/06/2017 M 24,063,298 A $8.3621(1) 24,063,298 I see footnote(1)(9)
Common Stock, par value $0.01 per share 10/06/2017 M 82,559 A $8.3621(2) 351,958 I see footnote(2)(9)
Common Stock, par value $0.01 per share 10/06/2017 M 94,703 A $8.3621(3) 403,716 I see footnote(3)(9)
Common Stock, par value $0.01 per share 10/06/2017 M 1,465,005 A $8.3621(4) 5,374,254 I see footnote(4)(9)
Common Stock, par value $0.01 per share 10/06/2017 M 21,853 A $8.3621(5) 92,828 I see footnote(5)(9)
Common Stock, par value $0.01 per share 10/06/2017 M 497,868 A $8.3621(6) 1,842,703 I see footnote(6)(9)
Common Stock, par value $0.01 per share 10/06/2017 M 497,868 A $8.3621(7) 1,849,568 I see footnote(7)(9)
Common Stock, par value $0.01 per share 79,094,965 I see footnote(8)(9)
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 $8.3621(10) 10/06/2017 M 18,714,651 11/09/2010 11/09/2017 Common Stock 24,063,298 $0 0 I see footnote(1)(9)
Warrants to acquire Common Stock $8.3621(10) 10/06/2017 M 64,209 11/09/2010 11/09/2017 Common Stock 82,559 $0 0 I see footnote(2)(9)
Warrants to acquire Common Stock $8.3621(10) 10/06/2017 M 73,653 11/09/2010 11/09/2017 Common Stock 94,703 $0 0 I see footnote(3)(9)
Warrants to acquire Common Stock $8.3621(10) 10/06/2017 M 1,139,373 11/09/2010 11/09/2017 Common Stock 1,465,005 $0 0 I see footnote(4)(9)
Warrants to acquire Common Stock $8.3621(10) 10/06/2017 M 16,996 11/09/2010 11/09/2017 Common Stock 21,853 $0 0 I see footnote(5)(9)
Warrants to acquire Common Stock $8.3621(10) 10/06/2017 M 387,205 11/09/2010 11/09/2017 Common Stock 497,868 $0 0 I see footnote(6)(9)
Warrants to acquire Common Stock $8.3621(10) 10/06/2017 M 387,205 11/09/2010 11/09/2017 Common Stock 497,868 $0 0 I see footnote(7)(9)
1. Name and Address of Reporting Person*
Brookfield Holdings Canada Inc.

(Last) (First) (Middle)
181 BAY STREET, SUITE 300

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization***
1. Name and Address of Reporting Person*
Brookfield US Holdings Inc.

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Brookfield US Corp

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Brookfield Property Group LLC

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
BUSC Finance LLC

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Brookfield Asset Management Private Institutional Capital Adviser US, LLC

(Last) (First) (Middle)
BROOKFIELD PLACE
250 VESEY STREET

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
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:
*** Brian Kingston, 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 Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934.
BROOKFIELD HOLDINGS CANADA INC., /s/ A.J. Silber, Vice President 10/11/2017
BROOKFIELD US HOLDINGS INC., /s/ A.J. Silber, Vice President 10/11/2017
BROOKFIELD US CORPORATION, /s/ Josh Zinn, Vice President 10/11/2017
BROOKFIELD PROPERTY GROUP LLC, /s/ Murray Goldfarb, Managing Partner 10/11/2017
BUSC FINANCE LLC, /s/ Josh Zinn, Vice President 10/11/2017
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC, /s/ Murray Goldfarb, Managing Partner 10/11/2017
** 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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