0001144204-17-055302.txt : 20171031 0001144204-17-055302.hdr.sgml : 20171031 20171031214844 ACCESSION NUMBER: 0001144204-17-055302 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171027 FILED AS OF DATE: 20171031 DATE AS OF CHANGE: 20171031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOP (US) LLC CENTRAL INDEX KEY: 0001680290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171167173 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 tv478099_4.xml OWNERSHIP DOCUMENT X0306 4 2017-10-27 0 0001496048 GGP Inc. GGP 0001680290 BOP (US) LLC 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization *** Common Stock, par value $0.01 per share 2017-10-27 4 J 0 2577297 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 24063298 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 12989228 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 28573419 0 D 0 I See Footnote Common Stock, par value $0.01 per share 45890612 I See Footnote Common Stock, par value $0.01 per share 70114877 I See Footnote Common Stock, par value $0.01 per share 79094965 I See Footnote Common Stock, par value $0.01 per share 6985772 I See Footnote Common Stock, par value $0.01 per share 351958 I See Footnote Common Stock, par value $0.01 per share 53000412 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. *** 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 Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. BOP (US) LLC, /s/ Michelle L. Campbell, Senior Vice President and Secretary 2017-10-31 EX-99.1 2 tv478099_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1)

Common Stock held directly by Brookfield Retail Mall LLC, a Delaware limited liability company (“Retail Mall”). On October 27, 2017, the Reporting Person distributed the equity interests of Retail Mall to its parent, Brookfield Properties Subco LLC, a Delaware limited liability company (“New BPI Subco”).

(2)

Common Stock held directly by Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company (“BRH Warrants”). On October 27, 2017, the Reporting Person distributed the equity interests of BRH Warrants to its parent, New BPI Subco.

(3)

Common Stock held directly by BW Purchaser, LLC, a Delaware limited liability company (“BWP”). On October 27, 2017, the Reporting Person distributed the equity interests of BWP to its parent, New BPI Subco.

(4)

Common Stock held directly by New GGP Warrants LLC, a Delaware limited liability company (“New GGP Warrants”). On October 27, 2017, the Reporting Person distributed the equity interests of New GGP Warrants to its parent, New BPI Subco.

(5)

The Reporting Person, as a parent of each of Retail Mall, BRH Warrants, BWP and New GGP Warrants, may have been deemed to have had an indirect pecuniary interest in shares of Common Stock that are directly beneficially owned by each of Retail Mall, BRH Warrants, BWP and New GGP Warrants. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by each of Retail Mall, BRH Warrants, BWP and New GGP Warrants is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by each of Retail Mall, BRH Warrants, BWP and New GGP Warrants, except to the extent of any indirect pecuniary interest therein.

(6)

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

(7)

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

(8)

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

(9)

Common Stock held directly by New Brookfield BPY Retail Holdings II LLC, a Delaware limited liability company (“New LLC 1”).

(10)

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

(11)

Common Stock held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company (“New GGP Subco” and, together with BPY I, BPY V, BRH VII, New LLC 1 and BRH II Sub, the “Investment Vehicles”).

(12)

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