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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol General Growth Properties, Inc. [ GGP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/14/2016 | ||||||||||||||||||||||||||
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, par value $0.01 per share | 07/14/2016 | J | 11,819,690 | D | (1) | 0 | I | see footnote(2)(12) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 309,013 | D | (1) | 0 | I | see footnote(3)(12) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 3,909,249 | D | (1) | 0 | I | see footnote(4)(12) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 70,975 | D | (1) | 0 | I | see footnote(5)(12) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 1,344,835 | D | (1) | 0 | I | see footnote(6)(12) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 1,351,700 | D | (1) | 0 | I | see footnote(7)(12) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 79,094,965 | D | (1) | 0 | I | see footnote(8)(12) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 374,591 | D | (1) | 0 | I | see footnote(10)(12) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 2,531,759 | D | (1) | 0 | I | see footnote(11)(12) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 8,670,667 | D | (1) | 0 | I | see footnote(13)(20) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 61,444,210 | D | (1) | 0 | I | see footnote(14)(20) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 8,670,667 | D | (1) | 0 | I | see footnote(15)(20) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 37,191,170 | D | (1) | 0 | I | see footnote(16)(20) | ||
Common Stock, par value $0.01 per share | 07/14/2016 | J | 53,000,412 | D | (1) | 0 | I | see footnote(17)(20) |
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 | ||||||||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 8,323,091 | 11/09/2010 | 11/09/2017 | Common Stock | 10,098,406 | (1) | 0 | I | see footnote(2)(12) | |||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 73,652 | 11/09/2010 | 11/09/2017 | Common Stock | 89,361 | (1) | 0 | I | see footnote(3)(12) | |||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 1,139,373 | 11/09/2010 | 11/09/2017 | Common Stock | 1,382,401 | (1) | 0 | I | see footnote(4)(12) | |||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 16,996 | 11/09/2010 | 11/09/2017 | Common Stock | 20,621 | (1) | 0 | I | see footnote(5)(12) | |||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 387,205 | 11/09/2010 | 11/09/2017 | Common Stock | 469,795 | (1) | 0 | I | see footnote(6)(12) | |||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 387,205 | 11/09/2010 | 11/09/2017 | Common Stock | 469,795 | (1) | 0 | I | see footnote(7)(12) | |||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 18,714,651 | 11/09/2010 | 11/09/2017 | Common Stock | 22,706,486 | (1) | 0 | I | see footnote(9)(12) | |||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 88,444 | 11/09/2010 | 11/09/2017 | Common Stock | 107,309 | (1) | 0 | I | see footnote(10)(20) | |||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 597,766 | 11/09/2010 | 11/09/2017 | Common Stock | 725,269 | (1) | 0 | I | see footnote(11)(20) | |||
Warrants to acquire Common Stock | (21) | 07/14/2016 | J | 22,222,290 | 11/09/2010 | 11/09/2017 | Common Stock | 26,962,304 | (1) | 0 | I | see footnote(18)(20) | |||
Warrants to acquire Common Stock | (22) | 07/14/2016 | J | 16,428,571 | 11/09/2010 | 11/09/2017 | Common Stock | 19,932,785 | (1) | 0 | I | see footnote(19)(20) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The transactions reported herein occurred in connection with certain internal restructuring transactions. Common Stock and Warrants transferred in connection with the transactions were transferred at fair market value. |
2. Common Stock and Warrants held directly by Brookfield Retail Holdings II Sub II LLC, a Delaware limited liability company ("BRH II Sub"). |
3. Common Stock and Warrants held directly by Brookfield Retail Holdings III Sub III LLC, a Delaware limited liability company ("BRH III Sub"). |
4. Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company ("BRH IV-A Sub"). |
5. Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company ("BRH IV-B Sub") and held in title by Brookfield US Retail Holdings LLC. |
6. Common Stock and Warrants held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company ("BRH IV-C Sub"). |
7. Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company ("BRH IV-D Sub"). |
8. Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company ("BRH VII"). |
9. Warrants held directly by Brookfield Retail Holdings Warrants LLC ("BRH Warrants"), a Delaware limited liability company ("BRHW"). |
10. Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund B LP, a Delaware limited partnership ("Fund B"). |
11. 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"). |
12. Each of the Reporting Persons, 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 4(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein. Each of the Reporting Persons 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. |
13. Common Stock held directly by BPY Retail II LLC, a Delaware limited liability company ("BPY II"), a Delaware limited liability company. |
14. Common Stock held directly by BPY Retail IV LLC, a Delaware limited liability company ("BPY IV"), a Delaware limited liability company. |
15. Common Stock held directly by BPY Retail V LLC, a Delaware limited liability company ("BPY V"), a Delaware limited liability company. |
16. Common Stock held directly by BPY Retail VI LLC, a Delaware limited liability company ("BPY VI"), a Delaware limited liability company. |
17. Common Stock held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company ("GGP Subco"), a Delaware limited liability company. |
18. Warrants held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company ("BPY Holdings I"), a Delaware limited liability company. |
19. Warrants held directly by BW Purchaser, LLC, a Delaware limited liability company ("BWP"), a Delaware limited liability company. |
20. Each of the Reporting Persons, as an indirect parent of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP and 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, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP, except to the extent of any indirect pecuniary interest therein. |
21. 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. |
22. Each Warrant entitles the holder to purchase 1.2133 shares of Common Stock at an initial exercise price of $10.50 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 Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"). |
/s/ BPY Canada Subholdings 2 ULC, Allen Yi, Assistant Secretary | 07/18/2016 | |
/s/ BPY Canada Subholdings 3 ULC, Allen Yi, Assistant Secretary | 07/18/2016 | |
/s/ BPY Canada Subholdings 4 ULC, Allen Yi, Assistant Secretary | 07/18/2016 | |
** 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). | ||
** 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. |