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^*

Brookfield Retail Holdings R 2 Inc

(Last)

(First)

(Middle)

THREE WORLD FINANCIAL CENTER

200 VESEY STREET, 24TH FLOOR

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rouse Properties, Inc. [ RSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2012

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	03/26/2012		O		1,143,094	A	$15	5,466,710⁽¹⁾	D
Common Stock, Par Value $0.01 per share	03/26/2012		O		3,174,980	A	$15	8,641,690⁽²⁾	D
Common Stock, Par Value $0.01 per share	03/26/2012		J⁽³⁾		6,354,012	A	$15	14,995,702⁽³⁾	D

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)
Rights to Acquire Shares pursuant to Rights Offering	$5.6264	03/26/2012		O			3,047,486	02/13/2012	03/16/2012	Common Stock	1,143,094	$0	0	D
Obligation to Acquire Shares pursuant to Rights Offering	$15	03/26/2012		O			1	03/16/2012	03/16/2012	Common Stock	3,174,980	$0	0	D
Obligation to Acquire Shares pursuant to Standby Agreement	$15	03/26/2012		J⁽³⁾			1	03/16/2012	03/16/2012	Common Stock	6,354,012	$0	0	D

Explanation of Responses:

1. On March 26, 2012, the Reporting Person acquired 1,143,094 shares of Common Stock of the Issuer at a price of $15.00 per share pursuant to such Reporting Person's exercise of basic subscription rights in the Issuer's rights offering.

2. On March 26, 2012, the Reporting Person acquired 3,174,980 shares of Common Stock of the Issuer at a price of $15.00 per share pursuant to an exercise of its "over-subscription privilege" to acquire additional shares of Common Stock in the Issuer's rights offering.

3. On March 26, 2012, the Reporting Person acquired 6,354,012 shares of Common Stock of the Issuer at a price of $15.00 per share pursuant to its obligation under a Standby Purchase Agreement entered into in connection with the Issuer's rights offering.

	/s/ Karen Ayre, Vice President of Brookfield Retail Holdings R 2 Inc.	03/28/2012
	** 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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