X0303 4 2010-12-02 0 0001496048 General Growth Properties, Inc. GGP 0001504918 Schreiber John C/O GENERAL GROWTH PROPERTIES, INC. 110 NORTH WACKER DRIVE CHICAGO IL 60606 1 0 0 0 Common Stock 2010-12-02 4 A 0 4747 0 A 4747 D Common Stock 48091603 I See footnotes Represents the grant of restricted stock to the reporting person under the General Growth Properties, Inc. 2010 Equity Incentive Plan. The grant is exempt from Section 16 (b) pursuant to Rule 16b-3(d). The grant vests one-third on the Grant Date and one-third on each of the first and second anniversaries of the Grant Date. Blackstone Real Estate Partners VI L.P. directly owns 19,682,206 shares of common stock of General Growth Properties, Inc., par value $0.01 per share ("Common Stock") and warrants to purchase 2,046,325 shares of Common Stock, Blackstone Real Estate Partners (AIV) VI L.P. directly owns 167,784 shares of Common Stock and warrants to purchase 17,444 shares of Common Stock, Blackstone Real Estate Partners VI.F L.P. directly owns 8,834,142 shares of Common Stock and warrants to purchase 918,470 shares of Common Stock, Blackstone Real Estate Partners VI.TE.1 L.P. directly owns 5,390,496 shares of Common Stock and warrants to purchase 560,440 shares of Common Stock, Blackstone Real Estate Partners VI.TE.2 L.P. directly owns 11,477,199 shares of Common Stock and warrants to purchae 1,193,265 shares of Common Stock. (continued in footnote 3) Blackstone Real Estate Holdings VI L.P. directly owns 139,431 shars of Common Stock and warrants to purchase 14,496 shares of Common Stock and Blackstone GGP Principal Transaction Parnters L.P. directly owns 2,400,345 shares ofCommon Stock and warrants to purchase 249,560 shares of Common Stock (collectively, the "Blackstone Funds"). Blackstone Real Estate Associates VI L.P. is the general partner of each of the Blackstone Funds other than Blackstone Real Estate Holdings VI L.P., and BREP VI Side-by-Side GP L.P. is the genreal partner of Blackstone Real Estate Holdings VI L.P. BREA VI L.L.C. is the general parter of Blackstone Real Estate Associates VI L.P. Blackstone Holdings III L.P. is the managing member of BREA VI L.L.C. and the sole member of BREP VI Side-by-Side GP L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. (continued in footnote 4) Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. The Blackstone Group L.P. is the managing member of Blackstone Holdings III GP Management L.L.C. The Blackstone Group L.P. is controlled by its general partner, Blackstone Group Management L.L.C. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C. Each of such entities and Mr. Schwarzman may be deemed to beneficially own the shares and warrants beneficially owned by the Blackstone Funds, but each disclaims benficial ownership of such shares and warrants except to the extent of its or his indirect pecuniary interest therein. Mr. Schreiber may be deemed to share dispositive power over these shares and warrants, but Mr. Schreiber disclaims beneficial ownership of such shares and warrants except to the extent of his indirect pecuniary interest therein. Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, Mr. Schreiber herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the Indirectly owned shares of Common Stock covered by this Statement, except to the extent of his pecuniary interest in such shares of Common Stock. Edmund J. Hoyt, by power of attorney 2010-12-06