Brookfield Asset Management (BAM) Form 4/A Change in insider ownership (amended)

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

OMB APPROVAL

OMB Number:	3235-0287
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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 ASSET MANAGEMENT INC.

(Last) (First) (Middle)

BROOKFIELD PLACE, 181 BAY ST, STE 300

PO BOX 762

(Street)

TORONTO A6 M5J2T3

(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)
07/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/12/2012

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Series I Preferred Stock Par Value $0.01	07/08/2016		J(1)(2)		193,876.25	D	(1)(2)	0	I	See footnotes(1)(2)
Common Stock Par Value $0.01	07/08/2016		J(3)		499	A	(3)	1,499	I	See footnotes(1)(2)(3)
Common Stock Par Value $0.01	07/08/2016		J(4)		1,499	D	(4)	0(4)	I	See footnote(4)
LLC Interests of Rouse Properties, LLC	07/08/2016		J(4)		1,000	A	(4)	1,000	I	See footnote(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BROOKFIELD ASSET MANAGEMENT INC.

(Last) (First) (Middle)

BROOKFIELD PLACE, 181 BAY ST, STE 300

PO BOX 762

(Street)

TORONTO A6 M5J2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Partners Ltd

(Last) (First) (Middle)

181 BAY STREET

BROOKFIELD PLACE, SUITE 300

(Street)

TORONTO A6 M5J2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Property Partners Ltd

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Holdings Canada Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield US Holdings Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield US Corp

(Last) (First) (Middle)

BROOKFIELD PLACE

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Explanation of Responses:

1. On July 6, 2016, pursuant to the Agreement and Plan of Merger by and among Rouse Properties, Inc. ("Rouse"), BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P. and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the Merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation").

2. Upon the consummation of the Merger, each outstanding share of Series I Preferred Stock of Rouse Properties, Inc. was converted into 0.01 shares of Series I Preferred Stock of the Surviving Corporation and each share of common stock of Rouse was cancelled and each of the 1,000 outstanding shares of Acquisition Sub were converted into a share of common stock of the Surviving Corporation. Consequently, following the consummation of the Merger, BAM beneficially owned, through the Reporting Owners and Parent, 193,876.25 shares of Series I Preferred Stock of the Surviving Corporation and 1,000 shares of common stock of the Surviving Corporation. A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016.

3. On July 8, 2016, in connection with and prior to the conversion of Rouse from a corporation to limited liability company (the "Conversion"), BSREP II Retail Pooling LLC, an indirect subsidiary of the Reporting Owners ("Parent"), contributed to Rouse 193,876.25 shares of Series I Preferred Stock of Rouse (the "Exchange Shares") in exchange for the issuance by Rouse to Parent of 499 shares of common stock of Rouse, par value $0.01 (the "Exchange"). Following the Exchange, the Exchange Shares were cancelled and BAM, through the Reporting Owners and Parent, indirectly held 1,499 shares of common stock of Rouse.

4. On July 8, 2016, upon the consummation of the Conversion, each of the 1,499 shares of common stock of Rouse held indirectly by BAM was converted into 1,000 limited liability company interests of Rouse Properties, LLC.

	/s/ A.J. Silber, Vice President, Legal Affairs, BROOKFIELD ASSET MANAGEMENT INC.	07/08/2016
	/s/ Brian D. Lawson, Director, /s/ Tony Rubin, Treasurer, PARTNERS LIMITED	07/08/2016
	/s/ Jane Sheere, Secretary, BROOKFIELD PROPERTY PARTNERS LIMITED	07/08/2016
	/s/ A.J. Silber, Vice President, BROOKFIELD HOLDINGS CANADA INC.	07/08/2016
	/s/ A.J. Silber, Director, BROOKFIELD US HOLDINGS INC.	07/08/2016
	/s/ Mark Srulowitz, President, BROOKFIELD US CORP	07/08/2016
	** 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).
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