SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 12)
General Growth Properties, Inc.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
370023103
(CUSIP Number)
Joseph S. Freedman
Brookfield Asset Management, Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J 2T3
Telephone: (416) 956-5182
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Gregory B. Astrachan, Esq.
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019−6099
(212) 728−8000
February 10, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 370023103 | Page 2 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield Asset Management Inc.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* See Item 5.
| CUSIP No. 370023103 | Page 3 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Partners Limited
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* See Item 5.
| CUSIP No. 370023103 | Page 4 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield Holdings Canada Inc.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
182,679,354* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
182,679,354* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
182,679,354* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 5 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
182,679,354* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
182,679,354* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
182,679,354* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 6 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield US Holdings Inc.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
182,679,354* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
182,679,354* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
182,679,354* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 7 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield US Corporation
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
182,679,354* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
182,679,354* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
182,679,354* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 8 of 33 Pages |
SCHEDULE 13D
| 1 |
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings VII LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
79,094,965* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
79,094,965* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
79,094,965* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 9 of 33 Pages |
SCHEDULE 13D
| 1 |
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings II Sub II LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
32,949,120* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
32,949,120* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
32,949,120* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 10 of 33 Pages |
SCHEDULE 13D
| 1 |
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings III Sub II LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
393,782* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
393,782* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
393,782* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 11 of 33 Pages |
SCHEDULE 13D
| 1 |
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings IV-A Sub II LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
5,220,553* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
5,220,553* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,220,553* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 12 of 33 Pages |
SCHEDULE 13D
| 1 |
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings IV-B Sub II LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
90,536* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
90,536* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
90,536* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 13 of 33 Pages |
SCHEDULE 13D
| 1 |
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings IV-C Sub II LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,790,469* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1,790,469* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,790,469* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 14 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield Retail Holdings IV-D Sub II LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,797,334* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1,797,334* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,797,334* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 15 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
BW Purchaser, LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
18,907,642* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
18,907,642* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,907,642* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 16 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield Property Partners Limited |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* See Item 5.
| CUSIP No. 370023103 | Page 17 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield Property Partners LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* See Item 5.
| CUSIP No. 370023103 | Page 18 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield Property L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* See Item 5.
| CUSIP No. 370023103 | Page 19 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield BPY Holdings Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* See Item 5.
| CUSIP No. 370023103 | Page 20 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
BPY Canada Subholdings 1 ULC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* See Item 5.
| CUSIP No. 370023103 | Page 21 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
BPY Canada Subholdings 3 ULC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* See Item 5.
| CUSIP No. 370023103 | Page 22 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
BPY Canada Subholdings 4 ULC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* See Item 5.
| CUSIP No. 370023103 | Page 23 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
BPY Canada Subholdings 2 ULC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* See Item 5.
| CUSIP No. 370023103 | Page 24 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield BPY Retail Holdings I LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
396,139,755* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
396,139,755* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
396,139,755* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* See Item 5.
| CUSIP No. 370023103 | Page 25 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield BPY Retail Holdings Sub I LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
78,576,045* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
78,576,045* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
78,576,045* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 26 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield BPY Retail Holdings II LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
211,341,039* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
211,341,039* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
211,341,039* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 27 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield BPY Retail Holdings III LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
70,114,877* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
70,114,877* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
70,114,877* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 28 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
Brookfield Retail Holdings Warrants LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
21,538,692* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
21,538,692* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
21,538,692* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 29 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
BPY Retail III LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
142,875,451* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
142,875,451* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
142,875,451* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
| CUSIP No. 370023103 | Page 30 of 33 Pages |
SCHEDULE 13D
| 1 |
NAME OF REPORTING PERSONS
BPY Retail IV LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) R |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
61,444,210* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
61,444,210* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
61,444,210* |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 396,139,755 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.9% of the shares of Common Stock. See Item 5.
EXPLANATORY NOTE
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 12”) amends the Schedule 13D filed on November 19, 2010 (the “Original Schedule 13D”) and amended on November 24, 2010 (“Amendment No. 1”), January 19, 2011 (“Amendment No. 2”), January 28, 2011 (“Amendment No. 3”), May 12, 2011 (“Amendment No. 4”), August 27, 2012 (“Amendment No. 5”), September 11, 2012 (“Amendment No. 6”), January 3, 2013 (“Amendment No. 7”), April 16, 2013 (“Amendment No. 8”), August 9, 2013 (“Amendment No. 9”), November 5, 2013 (“Amendment No. 10”), and November 6, 2013 (“Amendment No. 11”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment No. 12 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 12 relates to the common stock, par value $0.01 per share (“Common Stock”), of General Growth Properties, Inc., a Delaware corporation (the “Company”).
This Amendment No. 12 to Schedule 13D is being filed solely to update the beneficial ownership information in the Schedule 13D following the change in the number of outstanding shares of Common Stock resulting from the purchase of 27,624,282 shares of Common Stock reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2014.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(b) of the Schedule 13D is hereby amended in its entirety as follows:
(a)-(b) As of the close of business on February 10, 2014, the Investment Vehicles directly held and beneficially owned the shares of Common Stock and Warrants to acquire shares of Common Stock indicated on the following table. Each of the Investment Vehicles shares voting and investment power as indicated in the paragraphs below the table. All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on 883,556,059 shares of Common Stock outstanding (representing (i) the 911,180,341 shares of Common Stock outstanding as of November 1, 2013, as reported on the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2013, less (ii) the 27,624,282 shares of Common Stock purchased as reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2014), plus, where such beneficial ownership includes Warrants, such number of shares of Common Stock issuable upon exercise of the Warrants included in any such beneficial ownership calculation.
| Investment Vehicle | Common Stock | Warrants | Beneficial Ownership | |||||||||
| BRH VII | 79,094,965 | - | 9.0 | % | ||||||||
| BRH Warrants | - | 21,538,692 | 2.4 | % | ||||||||
| BRH II Sub | 23,370,076 | 9,579,044 | 3.7 | % | ||||||||
| BRH III Sub | 309,015 | 84,767 | 0.04 | % | ||||||||
| BRH IV-A Sub | 3,909,249 | 1,311,304 | 0.6 | % | ||||||||
| BRH IV-B Sub | 70,975 | 19,561 | 0.01 | % | ||||||||
| BRH IV-C Sub | 1,344,835 | 445,634 | 0.2 | % | ||||||||
| BRH IV-D Sub | 1,351,700 | 445,634 | 0.2 | % | ||||||||
As managing member or general partner, as applicable, of each of the Investment Vehicles, BAMPIC US may be deemed to beneficially own all shares of Common Stock and Warrants owned by each of the Investment Vehicles, consisting of 109,450,815 shares of Common Stock and Warrants exercisable to purchase 33,424,636 shares of Common Stock, collectively representing 15.6% of the Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BUSHI, BUSC, BHC and Brookfield may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock and Warrants.
BPY III is the controlling non-managing member of each Investment Vehicle. BPY III may be deemed to share voting and investment power with respect to the 109,450,815 shares of Common Stock owned by the Investment Vehicles and Warrants exercisable for 33,424,636 shares of Common Stock, representing approximately 15.6% of the shares of the Common Stock. As direct and indirect controlling persons of BPY III, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY III beneficial ownership of such shares of Common Stock and Warrants.
| 31 |
As of the close of business on February 10, 2014, BPY Retail II LLC, a Delaware limited liability company (“BPY II”), directly held 8,670,667 shares of Common Stock, representing approximately 1.0% of the shares of Common Stock, and BPY Retail VI LLC, a Delaware limited liability company (“BPY VI”), directly held 37,191,170 shares of Common Stock representing approximately 4.2% of the shares of Common Stock. As direct and indirect controlling persons of BPY II and BPY VI, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY II and BPY VI beneficial ownership of such shares of Common Stock.
As of the close of business on February 10, 2014, AIV B directly held 374,591 shares of Common Stock and Warrants to acquire 101,790 shares of Common Stock, representing approximately 0.05% of the shares of Common Stock, and AIV D directly held 2,531,759 shares of Common Stock and Warrants to acquire 687,969 shares of Common Stock, representing approximately 0.36% of the shares of Common Stock. As direct and indirect controlling persons of AIV B and AIV D, each of BAMPIC US, BUSHI, BUSC, BHC, Partners Limited and Brookfield may be deemed to share with AIV B and AIV D beneficial ownership of such shares of Common Stock.
As of the close of business on February 10, 2014, BPY IV directly held 61,444,210 shares of Common Stock, representing approximately 7.0% of the shares of Common Stock, and BPY Retail V LLC, a Delaware limited liability company (“BPY V LLC”), directly held 8,670,667 shares of Common Stock, representing approximately 1.0% of the shares of Common Stock. As direct and indirect controlling persons of BPY IV and BPY V, each of BPY Holdings III, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY IV and BPY V beneficial ownership of such shares of Common Stock.
As of the close of business on February 10, 2014, BPY New SPE directly held 53,000,411 shares of Common Stock, and Warrants exercisable to purchase 25,575,634 shares of Common Stock, collectively representing 8.6% of the Common Stock. As direct and indirect controlling persons of BPY New SPE, each of BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY New SPE beneficial ownership of such shares of Common Stock.
As of the close of business on February 10, 2014, BWP beneficially owned approximately 18,907,642 shares of Common Stock issuable upon exercise of the Warrants, representing approximately 2.1% of the shares of Common Stock. As direct and indirect controlling persons of BWP, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BWP, beneficial ownership of such shares of Common Stock issuable upon exercise of the Warrants.
By virtue of the terms of the Revere Investment Management Agreement, BAMPIC US may be deemed to beneficially own the shares of Common Stock and Warrants owned by Revere, consisting of 29,721,074 shares of Common Stock and Warrants exercisable to purchase 6,386,720 shares of Common Stock (collectively, the “Revere Shares”), collectively representing 4.1% of the Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BUSHI, BUSC, BHC, Partners Limited and Brookfield may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock and Warrants.
None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock or Warrants.
| 32 |
By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Act and Rule 13d-5(b)(1) thereunder and each member of the “group” may be deemed to beneficially own all shares of Common Stock and Warrants held by all members of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 396,139,755 shares of Common Stock (which includes the 85,084,391 shares of Common Stock issuable upon exercise of the Warrants held by all Reporting Persons), constituting beneficial ownership of 40.9% of the shares of the Common Stock. Each of the Investment Vehicles and other Reporting Persons directly holding shares of Common Stock and/or Warrants expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock and/or Warrants held by each of the other Investment Vehicles and Reporting Persons.
By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, Future Fund and/or Revere may be deemed to be members of a “group” with the Reporting Persons. Neither Future Fund nor Revere is Reporting Persons on this Schedule 13D, and any obligations either of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that either Future Fund and/or Revere beneficially owns shares of Common Stock or Warrants that are not held by BRH II Sub, or in the account of Revere subject to the Revere Investment Management Agreement, respectively, the Reporting Persons may be deemed to beneficially own any such shares of Common Stock or Warrants, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.
| 33 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Dated: February 18, 2014 | BROOKFIELD ASSET MANAGEMENT INC. | |
| By: | /s/ Joseph Freedman | |
| Name: Joseph Freedman | ||
| Title: Senior Managing Partner | ||
| By: | /s/ A.J. Silber | |
| Name: A.J. Silber | ||
| Title: Vice President | ||
| Dated: February 18, 2014 | PARTNERS LIMITED | |
| By: | /s/ Derek Gorgi | |
| Name: Derek Gorgi | ||
| Title: Secretary | ||
| Dated: February 18, 2014 |
Brookfield Asset Management Private Institutional Capital Adviser US, LLC | |
| By: | /s/ Mark Srulowitz | |
| Name: Mark Srulowitz | ||
| Title: Secretary | ||
| By: | /s/ David Stalter | |
| Name: David Stalter | ||
| Title: Director | ||
| Dated: February 18, 2014 | BROOKFIELD HOLDINGS CANADA INC. | |
| By: | /s/ A.J. Silber | |
| Name: A.J. Silber | ||
| Title: Vice President | ||
| By: | /s/ Aleks Novakovic | |
| Name: Aleks Novakovic | ||
| Title: Vice President | ||
| Dated: February 18, 2014 | BROOKFIELD PROPERTY PARTNERS LIMITED | |
| By: | /s/ Jane Sheere | |
| Name: Jane Sheere | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | Brookfield Property PARTNERS LP | |
| By: | Brookfield Property Partners Limited, its general partner | |
| By: | /s/ Jane Sheere | |
| Name: Jane Sheere | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | Brookfield Property L.P. | |
| By: | Brookfield Property Partners LP, its general partner | |
| By: | Brookfield Property Partners Limited, its general partner | |
| By: | /s/ Jane Sheere | |
| Name: Jane Sheere | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | BROOKFIELD BPY HOLDINGS INC. | |
| By: | /s/ John Stinebaugh | |
| Name: John Stinebaugh | ||
| Title: Vice President | ||
| Dated: February 18, 2014 | BPY Canada Subholdings 1 ULC | |
| By: | /s/ John Stinebaugh | |
| Name: John Stinebaugh | ||
| Title: Director | ||
| Dated: February 18, 2014 | BPY Canada Subholdings 3 ULC | |
| By: | /s/ John Stinebaugh | |
| Name: John Stinebaugh | ||
| Title: Director | ||
| Dated: February 18, 2014 | BPY Canada Subholdings 4 ULC | |
| By: | /s/ John Stinebaugh | |
| Name: John Stinebaugh | ||
| Title: Director | ||
| Dated: February 18, 2014 | BPY Canada Subholdings 2 ULC | |
| By: | /s/ John Stinebaugh | |
| Name: John Stinebaugh | ||
| Title: Director | ||
| Dated: February 18, 2014 | BROOKFIELD BPY RETAIL HOLDINGS I LLC | |
| By: | /s/ Jane Sheere | |
| Name: Jane Sheere | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | Brookfield BPY Retail Holdings II LLC | |
| By: | /s/ John Stinebaugh | |
| Name: John Stinebaugh | ||
| Title: President & Chief Financial Officer | ||
| Dated: February 18, 2014 | BPY Retail III LLC | |
| By: | /s/ Jane Sheere | |
| Name: Jane Sheere | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | Brookfield Retail Holdings VII LLC | |
| By: | /s/ Gregory N. McConnie | |
| Name: Gregory N. McConnie | ||
| Title: Director | ||
| Dated: February 18, 2014 | BROOKFIELD RETAIL HOLDINGS WARRANTS LLC | |
| By: | /s/ David Stalter | |
| Name: David Stalter | ||
| Title: Vice President | ||
| Dated: February 18, 2014 | BROOKFIELD BPY RETAIL HOLDINGS III LLC | |
| By: | /s/ David Stalter | |
| Name: David Stalter | ||
| Title: Vice President | ||
| Dated: February 18, 2014 | BPY RETAIL IV LLC | |
| By: | /s/ David Stalter | |
| Name: David Stalter | ||
| Title: Vice President | ||
| Dated: February 18, 2014 | BROOKFIELD RETAIL HOLDINGS II SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC | ||
| By: | /s/ David Stalter | |
| Name: David Stalter | ||
| Title: Director | ||
| By: | /s/ Mark Srulowitz | |
| Name: Mark Srulowitz | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | BROOKFIELD RETAIL HOLDINGS III SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC | ||
| /s/ David Stalter | ||
| By: | Name: David Stalter | |
| Title: Director | ||
| /s/ Mark Srulowitz | ||
| By: | Name: Mark Srulowitz | |
| Title: Secretary | ||
| Dated: February 18, 2014 | BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC | ||
| /s/ David Stalter | ||
| By: | Name: David Stalter | |
| Title: Director | ||
| /s/ Mark Srulowitz | ||
| By: | Name: Mark Srulowitz | |
| Title: Secretary | ||
| Dated: February 18, 2014 | BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC | ||
| By: | /s/ David Stalter | |
| Name: David Stalter | ||
| Title: Director | ||
| By: | /s/ Mark Srulowitz | |
| Name: Mark Srulowitz | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC | ||
| By: | /s/ David Stalter | |
| Name: David Stalter | ||
| Title: Director | ||
| By: | /s/ Mark Srulowitz | |
| Name: Mark Srulowitz | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC | ||
| By: | /s/ David Stalter | |
| Name: David Stalter | ||
| Title: Director | ||
| By: | /s/ Mark Srulowitz | |
| Name: Mark Srulowitz | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | BW PURCHASER, LLC | |
| By: | /s/ Karen Ayre | |
| Name: Karen Ayre | ||
| Title: Vice President | ||
| Dated: February 18, 2014 | Brookfield US Holdings Inc. | |
| By: | /s/ David J. Stalter | |
| Name: David J. Stalter | ||
| Title: Director | ||
| Dated: February 18, 2014 | Brookfield US Corporation | |
| By: | /s/ Michelle Campbell | |
| Name: Michelle Campbell | ||
| Title: Secretary | ||
| Dated: February 18, 2014 | BROOKFIELD BPY RETAIL HOLDINGS SUB I LLC | |
| By: | /s/ Jane Sheere | |
| Name: Jane Sheere | ||
| Title: Secretary | ||