SEC FORM 4

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^*

New Brookfield BPY Retail Holdings II LLC

(Last)

(First)

(Middle)

250 VESEY STREET

(Street)

NEW YORK

10281-1023

(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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	10/06/2017		M		82,559	A	$8.3621⁽¹⁾	351,958	I	See footnote⁽¹⁾⁽¹²⁾
Common Stock, par value $0.01 per share	10/06/2017		M		94,703	A	$8.3621⁽²⁾	403,716	I	See footnote⁽²⁾⁽¹²⁾
Common Stock, par value $0.01 per share	10/06/2017		M		1,465,005	A	$8.3621⁽³⁾	5,374,254	I	See footnote⁽³⁾⁽¹²⁾
Common Stock, par value $0.01 per share	10/06/2017		M		21,853	A	$8.3621⁽⁴⁾	92,828	I	See footnote⁽⁴⁾⁽¹²⁾
Common Stock, par value $0.01 per share	10/06/2017		M		497,868	A	$8.3621⁽⁵⁾	1,842,703	I	See footnote⁽⁵⁾⁽¹²⁾
Common Stock, par value $0.01 per share	10/06/2017		M		497,868	A	$8.3621⁽⁶⁾	1,849,568	I	See footnote⁽⁶⁾⁽¹²⁾
Common Stock, par value $0.01 per share								10,104	I	See footnote⁽⁷⁾⁽¹²⁾
Common Stock, par value $0.01 per share								18,671	I	See footnote⁽⁸⁾⁽¹²⁾
Common Stock, par value $0.01 per share								8,670,667	I	See footnote⁽⁹⁾⁽¹²⁾
Common Stock, par value $0.01 per share								37,191,170	I	See footnote⁽¹⁰⁾⁽¹²⁾
Common Stock, par value $0.01 per share								79,094,965	I	See footnote⁽¹¹⁾⁽¹²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to acquire Common Stock	$8.3621⁽¹³⁾	10/06/2017		M			64,209	11/09/2010	11/09/2017	Common Stock	82,559	$0	0	I	See footnote⁽¹⁾⁽¹²⁾
Warrants to acquire Common Stock	$8.3621⁽¹³⁾	10/06/2017		M			73,653	11/09/2010	11/09/2017	Common Stock	94,703	$0	0	I	See footnote⁽²⁾⁽¹²⁾
Warrants to acquire Common Stock	$8.3621⁽¹³⁾	10/06/2017		M			1,139,373	11/09/2010	11/09/2017	Common Stock	1,465,005	$0	0	I	See footnote⁽³⁾⁽¹²⁾
Warrants to acquire Common Stock	$8.3621⁽¹³⁾	10/06/2017		M			16,996	11/09/2010	11/09/2017	Common Stock	21,853	$0	0	I	See footnote⁽⁴⁾⁽¹²⁾
Warrants to acquire Common Stock	$8.3621⁽¹³⁾	10/06/2017		M			387,205	11/09/2010	11/09/2017	Common Stock	497,868	$0	0	I	See footnote⁽⁵⁾⁽¹²⁾
Warrants to acquire Common Stock	$8.3621⁽¹³⁾	10/06/2017		M			387,205	11/09/2010	11/09/2017	Common Stock	497,868	$0	0	I	See footnote⁽⁶⁾⁽¹²⁾

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.

11. See Exhibit 99.1; Note 11.

12. See Exhibit 99.1; Note 12.

13. See Exhibit 99.1; Note 13.

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.

	NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC, /s/ Michelle L. Campbell, Senior Vice President and Secretary	10/11/2017
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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