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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/05/2009 |
3. Issuer Name and Ticker or Trading Symbol
GENERAL GROWTH PROPERTIES INC [ GGWPQ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 23,531,369 | I | See footnotes(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Total Return Swap(2)(3)(4) | (3)(4) | 01/14/2011 | Common Stock | 13,000,000 | $0.49 | I | See Footnotes(2)(3)(4) |
Total Return Swap(2)(3)(4) | (3)(4) | 01/31/2011 | Common Stock | 7,438,221 | $0.7 | I | See Footnotes(2)(3)(4) |
Total Return Swap(2)(3)(4) | (3)(4) | 12/10/2010 | Common Stock | 13,000,000 | $0.52 | I | See Footnotes(2)(3)(4) |
Total Return Swap(2)(3)(4) | (3)(4) | 01/31/2011 | Common Stock | 2,561,779 | $1.58 | I | See Footnotes(2)(3)(4) |
Total Return Swap(2)(3)(4) | (3)(4) | 02/16/2011 | Common Stock | 12,500,000 | $1.35 | I | See Footnotes(2)(3)(4) |
Total Return Swap(2)(3)(4) | (3)(4) | 01/31/2011 | Common Stock | 1,500,000 | $1.78 | I | See Footnotes(2)(3)(4) |
Total Return Swap(2)(3)(4) | (3)(4) | 01/14/2011 | Common Stock | 2,000,000 | $2.12 | I | See Footnotes(2)(3)(4) |
Total Return Swap(2)(3)(4) | (3)(4) | 12/10/2010 | Common Stock | 2,000,000 | $1.51 | I | See Footnotes(2)(3)(4) |
Explanation of Responses: |
1. Reflects shares of common stock of the issuer held for the account of Pershing Square, L.P., Pershing Square II, L.P., or Pershing Square International Ltd. (including shares held for the account of its wholly owned subsidiary, PSRH, Inc.) (collectively, the "Pershing Square Funds"). PS Management GP, LLC ("PS Management") is the general partner of Pershing Square Capital Management, L.P. ("Pershing Square"), which acts as investment advisor to the Pershing Square Funds. Pershing Square GP, LLC ("Pershing Square GP") is the general partner of each of Pershing Square, L.P. and Pershing Square II, L.P. By virtue of William A. Ackman's position as managing member of each of PS Management and Pershing Square GP, Mr. Ackman may be deemed to be the beneficial owner of the securities listed in Table I. |
2. Neither the filing of this statement nor anything stated herein shall be deemed an admission that Mr. Ackman is the beneficial owner of any securities covered by the statement. Mr. Ackman disclaims beneficial ownership of of the securities covered by this statement except to the extent of his pecuniary interest therein. |
3. Each of the Pershing Square Funds have entered into various cash-settled total return swaps (each a "Swap") with respect to a notional number of shares of common stock of the issuer as set forth in Table II. Generally, at the expiration date of each Swap (as set forth in Table II) (i) the applicable Pershing Square Fund is obligated to pay the counterparty, in cash, an amount based on the decrease in price of the issuer's shares of common stock from the reference price set forth in Table II, or (ii) the counterparty is obligated to pay the applicable Pershing Square Fund, in cash, an amount based on the increase in price of the issuer's shares of common stock from the reference price set forth in Table II. (continued in Footnote 4) |
4. The Swaps do not give any of the Pershing Square Funds, PS Management, Pershing Square, Pershing Square GP or Mr. Ackman 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. |
/s/ William A. Ackman | 06/15/2009 | |
** 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. |