| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Brookfield Property REIT Inc. [ BPR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/27/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 08/28/2018 | D(1) | 47,242 | D | (1) | 0 | D | |||
| Class A Stock | 08/27/2018 | J(2)(3) | 46,580 | A | (2)(3) | 46,580 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| GGP FV LTIP Units | (4)(5) | 08/27/2018 | D | 13,741 | (4)(5) | (4)(5) | Common Stock | 14,287 | (4)(5) | 0 | D | ||||
| BPR FV LTIP Units | (4)(5) | 08/27/2018 | D | 13,741 | (4)(5) | (4)(5) | Common Stock | 222 | (4)(5) | 13,741 | D | ||||
| Series K Preferred Units | (6) | 08/27/2018 | A | 5,589 | (4)(5) | (4)(5) | Class A Stock | 5,589 | (6) | 5,589 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among Brookfield Property Partners L.P. ("BPY"), Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and GGP Inc. (the "Issuer") (as amended on June 25, 2018, the "Merger Agreement"). At the effective time of the merger (the "Merger Effective Time") as contemplated in the Merger Agreement, each share of outstanding common stock (other than appraisal shares, shares of restricted common stock and certain other shares) was cancelled in exchange for $0.312 per share (the "Per Share Merger Consideration"). Also includes 369 shares acquired by way of dividend reinvestment that had not been previously disclosed on Form 4. |
| 2. Shares of the Issuer's class A stock, par value $0.01 per share ("class A stock"), were issued to certain holders of record of GGP common stock as of the end of trading on the New York Stock Exchange on July 27, 2018 (the "Pre-Closing Dividend"). The Pre-Closing Dividend consisted of either cash or equity (in the form of class A stock or limited partnership units of Brookfield Property Partners L.P. ("BPY")). Depending on the elections made by the Reporting Person, and the proration of the Pre-Closing Dividend pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among BPY, Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and the Issuer (as amended on June 25, 2018, the "Merger Agreement"), each share of the Issuer's common stock received up to 0.986 shares of class A stock or 0.986 limited partnership units of BPY. |
| 3. (Continued from footnote 2) At this time, the number of shares of class A stock issued to the reporting person in the pre-closing dividend was unable to be determined, and for reporting purposes, we have assumed that the reporting person received the maximum number of shares of class A stock that could have been received. |
| 4. 6,151 and 7,590 GGP FV LTIP Units were granted on January 2, 2015 and January 4, 2016, respectively, and all such GGP FV LTIP Units have vested. At the effective time of the charter amendments contemplated by the Merger Agreement (the "Charter Effective Time"), such GGP FV LTIP Units vested in full and the conversion and redemption rights applicable to such GGP FV LTIP Units were adjusted. "GGP FV LTIP Units" are certain restricted limited partnership interests in GGP Operating Partnership, LP (the "Operating Partnership"), an operating partnership of the Issuer, granted pursuant to the General Growth Properties, Inc. 2010 Equity Incentive Plan that, conditioned upon minimum allocations to the capital accounts of the GGP FV LTIP Units for federal income tax purposes, are convertible by the holder into units of the Operating Partnership that are redeemable by the holder for stock of the Issuer or the cash value of such stock, at the Issuer's option. |
| 5. (Continued from Footnote 3) Prior to the Charter Effective Time, GGP FV LTIP Units were convertible into an equivalent number of common units of the Operating Partnership ("Common Units"), which were redeemable by the holder for 1.0397624 shares of common stock per Common Unit or the cash value of such shares, at the Issuer's option. Following the Charter Effective Time, "BPR FV LTIP Units" are convertible into approximately 0.016 series K preferred units of the Operating Partnership ("Series K Preferred Units") per BPR FV LTIP Unit, which are redeemable by the holder for an equivalent number of shares of Class A stock of the Issuer ("Class A Stock") or the cash value of such shares, at the Issuer's option. The rights to (i) convert GGP FV LTIP Units into Common Units and redeem Common Units, or (ii) convert BPR FV LTIP Units into Series K Preferred Units and redeem Series K Preferred Units, do not have an expiration date. |
| 6. Contemporaneously with the Issuer's payment of the Pre-Closing Dividend, the Operating Partnership paid a special distribution, which comprised of cash and Series K Preferred Units, to the holders of the Operating Partnership's Common Units and GGP FV LTIP Units in accordance with the terms of the Merger Agreement. |
| Remarks: |
| /s/ John K Haley | 08/29/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
