Brookfield Property REIT Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

New Brookfield BPY Retail Holdings II LLC

(Last)

(First)

(Middle)

BROOKFIELD PLACE

250 VESEY STREET

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2016

3. Issuer Name and Ticker or Trading Symbol
General Growth Properties, Inc. [ GGP ]

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

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Dir. by deputization (Remarks)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	11,819,690	I	See footnotes⁽¹⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	309,013	I	See footnotes⁽²⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	3,909,249	I	See footnotes⁽³⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	70,975	I	See footnotes⁽⁴⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	1,344,835	I	See footnotes⁽⁵⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	1,351,700	I	See footnotes⁽⁶⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	79,094,965	I	See footnotes⁽⁷⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	374,591	I	See footnotes⁽⁹⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	2,531,759	I	See footnotes⁽¹⁰⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	8,670,667	I	See footnotes⁽¹²⁾⁽¹⁴⁾
Common Stock, par value $0.01 per share	37,191,170	I	See footnotes⁽¹³⁾⁽¹⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	10,098,406	⁽¹⁵⁾	I	See footnotes⁽¹⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	89,361	⁽¹⁵⁾	I	See footnotes⁽²⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	1,382,401	⁽¹⁵⁾	I	See footnotes⁽³⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	20,621	⁽¹⁵⁾	I	See footnotes⁽⁴⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	469,795	⁽¹⁵⁾	I	See footnotes⁽⁵⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	469,795	⁽¹⁵⁾	I	See footnotes⁽⁶⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	22,706,486	⁽¹⁵⁾	I	See footnotes⁽⁸⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	107,309	⁽¹⁵⁾	I	See footnotes⁽⁹⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	725,269	⁽¹⁵⁾	I	See footnotes⁽¹⁰⁾⁽¹¹⁾

Explanation of Responses:

1. Common Stock and Warrants held directly by Brookfield Retail Holdings II Sub II LLC, a Delaware limited liability company ("BRH II Sub").

2. Common Stock and Warrants held directly by Brookfield Retail Holdings III Sub III LLC, a Delaware limited liability company ("BRH III Sub").

3. Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company ("BRH IV-A Sub").

4. Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company ("BRH IV-B Sub").

5. Common Stock and Warrants held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company ("BRH IV-C Sub").

6. Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company ("BRH IV-D Sub").

7. Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company ("BRH VII").

8. Warrants held directly by Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company ("BRHW").

9. Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund B LP, a Delaware limited partnership ("Fund B").

10. Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund D LP, a Delaware limited partnership ("Fund D" and, together with BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub and BRH VII, BRHW and Fund B, the "Investment Vehicles").

11. The Reporting Person, as an indirect parent of each Investment Vehicle, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by each Investment Vehicle. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.

12. Common Stock held directly by BPY Retail II LLC, a Delaware limited liability company ("BPY II").

13. Common Stock held directly by BPY Retail VI LLC, a Delaware limited liability company ("BPY VI").

14. The Reporting Person, as an indirect parent of BPY II and BPY VI may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by each of BPY II and BPY VI. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock held by BPY II and BPY VI is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by BPY II and BPY VI, except to the extent of any indirect pecuniary interest therein.

15. Each Warrant entitles the holder to purchase 1.2133 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer.

Remarks:

Brian Kingston, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of BAM and certain of its affiliates, including the Reporting Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").

	/s/ Jane Sheere, New Brookfield BPY Retail Holdings II LLC, Secretary	07/25/2016
	** 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 5 (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.

Brookfield Property REIT (BPYU) Form 3Initial statement of insider ownership