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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BROOKFIELD ASSET MANAGEMENT INC. (Last) (First) (Middle) BROOKFIELD PLACE, SUITE 300, 181 BAY ST P.O. BOX 762 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol General Growth Properties, Inc. [ GGP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2012
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-2 Warrants to Acquire Common Stock(1)	$9.36(1)	12/31/2012		P		18,432,855(1)		11/09/2010	11/09/2017	Common Stock	18,432,855(1)	$14.75	18,432,855(1)	I	See footnote(2)

1. Name and Address of Reporting Person* BROOKFIELD ASSET MANAGEMENT INC. (Last) (First) (Middle) BROOKFIELD PLACE, SUITE 300, 181 BAY ST P.O. BOX 762 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

1. Name and Address of Reporting Person* Partners Ltd (Last) (First) (Middle) BROOKFIELD PLACE, SUITE 300, 181 BAY ST P.O.BOX 762 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

Explanation of Responses:

1. Each Warrant entitles the holder to purchase one share of Common Stock at a price, as of the date hereof, of approximately $9.36 per share, with both the number of shares of Common Stock issuable and the exercise price 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. The Warrants were acquired by BW Purchaser, LLC, a wholly-owned subsidiary of BAM, from Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd.

2. Common Stock and Warrants held directly by BW Purchaser, LLC. BAM, as the sole member of BW Purchaser, LLC has an indirect pecuniary interest in the Series A-2 Warrants held by BW Purchaser, LLC.

Remarks:

*** Cyrus Madon, 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 each of BAM, Partners Limited and certain other entities. The Reporting Person is a "director by designation" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: (1) Exhibit 99.1 - Joint Filer Information

	/s/ Joseph Freedman, Brookfield Asset Management Inc., Senior Managing Partner	01/03/2013
	/s/ Brian D. Lawson, Partners Limited, Authorized Signatory	01/03/2013
	** Signature of Reporting Person	Date
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