Ackman William A Form 4 Howard Hughes / WILLIAM A ACKMAN ownership change

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^*

Pershing Square Capital Management, L.P.

(Last)

(First)

(Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Howard Hughes Corp [ HHC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2020

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

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)
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	06/03/2020		S⁽⁴⁾⁽⁵⁾		1,749,072	D⁽⁴⁾⁽⁵⁾	$58.66⁽⁴⁾⁽⁵⁾	10,448,317	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common stock, par value $0.01 per share	06/03/2020		C⁽⁴⁾⁽⁵⁾		469,691	A⁽⁴⁾⁽⁵⁾	$115⁽⁴⁾⁽⁵⁾	10,918,008	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)
OTC Equity Forward (call equivalent position)	$115	06/03/2020		C/K⁽⁴⁾⁽⁵⁾			7⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	06/03/2020	Common stock, par value $0.01 per share	4,189,446	⁽⁴⁾⁽⁵⁾	0⁽⁴⁾⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
OTC Put Option (call equivalent position)	$75.08	06/03/2020		S⁽⁴⁾⁽⁵⁾		2,057,000		01/06/2021⁽⁴⁾⁽⁵⁾	01/06/2021⁽⁴⁾⁽⁵⁾	Common stock, par value $0.01 per share	2,057,000⁽⁴⁾⁽⁵⁾	$17.82⁽⁴⁾⁽⁵⁾	2,057,000⁽⁴⁾⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
OTC Put Option (call equivalent position)	$82.71	06/03/2020		S⁽⁴⁾⁽⁵⁾		2,057,000		08/11/2021⁽⁴⁾⁽⁵⁾	08/11/2021⁽⁴⁾⁽⁵⁾	Common stock, par value $0.01 per share	2,057,000⁽⁴⁾⁽⁵⁾	$25.7⁽⁴⁾⁽⁵⁾	2,057,000⁽⁴⁾⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
OTC Put Option (call equivalent position)	$79.07	06/03/2020		S⁽⁴⁾⁽⁵⁾		1,405,500		01/06/2021⁽⁴⁾⁽⁵⁾	01/06/2021⁽⁴⁾⁽⁵⁾	Common stock, par value $0.01 per share	1,405,500⁽⁴⁾⁽⁵⁾	$21.76⁽⁴⁾⁽⁵⁾	1,405,500⁽⁴⁾⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
OTC Put Option (call equivalent position)	$91.63	06/03/2020		S⁽⁴⁾⁽⁵⁾		1,405,500		08/11/2021⁽⁴⁾⁽⁵⁾	08/11/2021⁽⁴⁾⁽⁵⁾	Common stock, par value $0.01 per share	1,405,500⁽⁴⁾⁽⁵⁾	$34.76⁽⁴⁾⁽⁵⁾	1,405,500⁽⁴⁾⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Pershing Square Capital Management, L.P.

(Last)

(First)

(Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PS Management GP, LLC

(Last)

(First)

(Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACKMAN WILLIAM A

(Last)

(First)

(Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").

2. Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS and PS International, the "Pershing Square Funds").

3. Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Ackman's position as Chief Executive Officer of Pershing Square and managing member of PS Management, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

4. This Form 4 is being filed as a result of the sale of common stock, cash and physical settlement of forward contracts (previously reported on the Form 4 dated December 4, 2019 for transactions as of December 2, 2019), and the sale of over-the-counter European-style put options ("Puts"). The sale of common stock, cash and physical settlement of forward contracts, and the sale of the Puts were effected at the same time on June 3, 2020. The sale of the common stock was conducted at the June 3, 2020 market closing price of $58.66 ("Reference Price"); the cash settlement of certain forward contracts was conducted at the same Reference Price (versus the forward price of $115.00); and the Puts were executed based on the same Reference Price. Further details are set forth Pershing Square's Schedule 13D dated the date of this Form 4.

5. (Continued from footnote 4) In the case of the physical settlement of certain forwards, the resulting acquisition of common stock was based on the forward price of $115.00 and is exempt from the provisions of Section 16 and the rules promulgated thereunder. The Puts referred to in Table II do not give the Reporting Persons or the Pershing Square Funds direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer.

6. Mr. Ackman, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of Pershing Square, PS Management, the Pershing Square Funds and Pershing Square GP, LLC. As a result, each of those entities are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

Remarks:

	Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member	06/05/2020
	PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member	06/05/2020
	/s/ William A. Ackman	06/05/2020
	** Signature of Reporting Person	Date
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Ackman William A Form 4Howard Hughes / WILLIAM A ACKMAN ownership change