0001144204-17-052145.txt : 20171011 0001144204-17-052145.hdr.sgml : 20171011 20171011205905 ACCESSION NUMBER: 0001144204-17-052145 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171006 FILED AS OF DATE: 20171011 DATE AS OF CHANGE: 20171011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Brookfield BPY Retail Holdings II LLC CENTRAL INDEX KEY: 0001680274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133656 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GGP 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: General Growth Properties, Inc. DATE OF NAME CHANGE: 20101109 FORMER COMPANY: FORMER CONFORMED NAME: New GGP, Inc. DATE OF NAME CHANGE: 20100706 4 1 tv476764_4.xml OWNERSHIP DOCUMENT X0306 4 2017-10-06 0 0001496048 GGP Inc. GGP 0001680274 New Brookfield BPY Retail Holdings II LLC 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization *** Common Stock, par value $0.01 per share 2017-10-06 4 M 0 82559 8.3621 A 351958 I See footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 94703 8.3621 A 403716 I See footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 1465005 8.3621 A 5374254 I See footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 21853 8.3621 A 92828 I See footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 497868 8.3621 A 1842703 I See footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 497868 8.3621 A 1849568 I See footnote Common Stock, par value $0.01 per share 10104 I See footnote Common Stock, par value $0.01 per share 18671 I See footnote Common Stock, par value $0.01 per share 8670667 I See footnote Common Stock, par value $0.01 per share 37191170 I See footnote Common Stock, par value $0.01 per share 79094965 I See footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 64209 0 D 2010-11-09 2017-11-09 Common Stock 82559 0 I See footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 73653 0 D 2010-11-09 2017-11-09 Common Stock 94703 0 I See footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 1139373 0 D 2010-11-09 2017-11-09 Common Stock 1465005 0 I See footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 16996 0 D 2010-11-09 2017-11-09 Common Stock 21853 0 I See footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 387205 0 D 2010-11-09 2017-11-09 Common Stock 497868 0 I See footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 387205 0 D 2010-11-09 2017-11-09 Common Stock 497868 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. See Exhibit 99.1; Note 11. See Exhibit 99.1; Note 12. See Exhibit 99.1; Note 13. *** 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. NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC, /s/ Michelle L. Campbell, Senior Vice President and Secretary 2017-10-11 EX-99.1 2 tv476764_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1)

Common Stock held directly by Brookfield Retail Holdings II Sub III LLC, a Delaware limited liability company (“BRH II Sub”). BRH II Sub exercised Warrants to purchase 82,559 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $19.77 to BRH II Sub in lieu of a fractional share.

(2)

Common Stock held directly by Brookfield Retail Holdings III Sub II LLC, a Delaware limited liability company (“BRH III Sub”). BRH III Sub exercised Warrants to purchase 94,703 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $0.58 to BRH III Sub in lieu of a fractional share.

(3)

Common Stock held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company (“BRH IV-A Sub”). BRH IV-A Sub exercised Warrants to purchase 1,465,005 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $17.04 to BRH IV-A Sub in lieu of a fractional share.

(4)

Common Stock held directly by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company (“BRH IV-B Sub”). BRH IV-B Sub exercised Warrants to purchase 21,853 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $9.69 to BRH IV-B Sub in lieu of a fractional share.

(5)

Common Stock held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company (“BRH IV-C Sub”). BRH IV-C Sub exercised Warrants to purchase 497,868 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $4.01 to BRH IV-C Sub in lieu of a fractional share.

(6)

Common Stock held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company (“BRH IV-D Sub”). BRH IV-D Sub exercised Warrants to purchase 497,868 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $4.01 to BRH IV-D Sub in lieu of a fractional share.

(7)

Common Stock held directly by BPY Retail I LLC, a Delaware limited liability company (“BPY I”).

(8)

Common Stock held directly by BPY Retail III LLC, a Delaware limited liability company (“BPY III”).

(9)

Common Stock held directly by BPY Retail II LLC, a Delaware limited liability company (“BPY II”).

(10)

Common Stock held directly by BPY Retail VI LLC, a Delaware limited liability company (“BPY VI”).

(11)

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

(12)

The Reporting Person, as an indirect parent of each Investment Vehicle, BPY I, BPY III, BPY II and BPY VI, 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, BPY I, BPY III, BPY II and BPY VI. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by each Investment Vehicle, BPY I, BPY III, BPY II and BPY VI is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by each Investment Vehicle, BPY I, BPY III, BPY II and BPY VI, except to the extent of any indirect pecuniary interest therein.

(13)

Each Warrant entitled the holder to purchase 1.2858 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the Amended and Restated Warrant Agreement, effective as of October 28, 2013, between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent.