0000950170-24-084732.txt : 20240718 0000950170-24-084732.hdr.sgml : 20240718 20240718213026 ACCESSION NUMBER: 0000950170-24-084732 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240716 FILED AS OF DATE: 20240718 DATE AS OF CHANGE: 20240718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACKMAN WILLIAM A CENTRAL INDEX KEY: 0001056513 ORGANIZATION NAME: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41779 FILM NUMBER: 241125908 BUSINESS ADDRESS: STREET 1: 787 - 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 - 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41779 FILM NUMBER: 241125912 BUSINESS ADDRESS: STREET 1: 787 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pershing Square Holdco GP, LLC CENTRAL INDEX KEY: 0002027508 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41779 FILM NUMBER: 241125910 BUSINESS ADDRESS: STREET 1: 787 - 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126523142 MAIL ADDRESS: STREET 1: 787 - 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERSHING SQUARE HOLDCO, L.P. CENTRAL INDEX KEY: 0002026053 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41779 FILM NUMBER: 241125911 BUSINESS ADDRESS: STREET 1: 787 ELEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 ELEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PS Holdco GP Managing Member LLC CENTRAL INDEX KEY: 0002027456 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41779 FILM NUMBER: 241125909 BUSINESS ADDRESS: STREET 1: 787 ELEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 ELEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Howard Hughes Holdings Inc. CENTRAL INDEX KEY: 0001981792 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 931869991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9950 WOODLOCH FOREST DRIVE STREET 2: 11TH FLOOR CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 6463543406 MAIL ADDRESS: STREET 1: 9950 WOODLOCH FOREST DRIVE STREET 2: 11TH FLOOR CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Howard Hughes Holding Corp DATE OF NAME CHANGE: 20230615 3 1 ownership.xml 3 X0206 3 2024-07-16 0 0001981792 Howard Hughes Holdings Inc. HHH 0001336528 Pershing Square Capital Management, L.P. 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK NY 10019 true false true false 0002026053 PERSHING SQUARE HOLDCO, L.P. 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK NY 10019 true false true false 0002027508 Pershing Square Holdco GP, LLC 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK NY 10019 true false true false 0002027456 PS Holdco GP Managing Member LLC 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK NY 10019 true false true false 0001056513 ACKMAN WILLIAM A 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK NY 10019 true false true false Common Stock, par value $0.01 per share 18852064 I See Footnotes In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 3 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), PS Holdco GP Managing Member, LLC, a Delaware limited liability company ("ManagementCo"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities reported on this Form 3 (the "Subject Securities"). PSCM and Mr. Ackman have previously reported beneficial ownership of equity securities of the Issuer on Forms 3 and 4. PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds"). (A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds, (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco and (D) ManagementCo, as the sole member of PS Holdco GP, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Mr. Ben Hakim, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of PSCM, the other Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act. This Form 3 is being filed jointly pursuant to Rule 16a-3(j) to update the names of the Reporting Persons after giving effect to the completion of a reorganization of PSCM's ownership structure on July 16, 2024 (the "Reorganization"). Following completion of the Reorganization, PS Holdco, PS Holdco GP and ManagementCo may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Securities, and, therefore, may be deemed to be beneficial owners of the Subject Securities. PSCM and Mr. Ackman have previously reported beneficial ownership of equity securities of the Issuer on Forms 3 and 4. PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Authorized Signatory 2024-07-18 PERSHING SQUARE HOLDCO, L.P., By: Pershing Square Holdco GP, LLC, its General Partner, By: /s/ William A. Ackman, Authorized Signatory 2024-07-18 PERSHING SQUARE HOLDCO GP, LLC, By: /s/ William A. Ackman, Authorized Signatory 2024-07-18 PS HOLDCO GP MANAGING MEMBER, LLC, By: /s/ William A. Ackman, Authorized Signatory 2024-07-18 /s/ William A. Ackman 2024-07-18