0001181431-12-035322.txt : 20120607 0001181431-12-035322.hdr.sgml : 20120607 20120607191531 ACCESSION NUMBER: 0001181431-12-035322 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120605 FILED AS OF DATE: 20120607 DATE AS OF CHANGE: 20120607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Howard Hughes Corp CENTRAL INDEX KEY: 0001498828 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 364673192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 214-741-7744 MAIL ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: Spinco, Inc. DATE OF NAME CHANGE: 20100811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACKMAN WILLIAM A CENTRAL INDEX KEY: 0001056513 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 12895927 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pershing Square GP, LLC CENTRAL INDEX KEY: 0001336476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 12895924 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PS Management GP, LLC CENTRAL INDEX KEY: 0001336477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 12895925 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 12895926 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 rrd348201.xml FORM4 X0305 4 2012-06-05 0 0001498828 Howard Hughes Corp HHC 0001056513 ACKMAN WILLIAM A 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 1 0 1 0 0001336528 Pershing Square Capital Management, L.P. 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 0 0 1 0 0001336477 PS Management GP, LLC 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 0 0 1 0 0001336476 Pershing Square GP, LLC 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 0 0 1 0 Cash Settled Total Return Swaps 58.38 2012-06-05 4 J 1 1 36.5 D 2012-08-29 Common stock, par value $0.01 per share 1146998 3 I See Footnotes Cash Settled Total Return Swaps 58.38 2012-06-05 4 J 1 1 38.5 D 2012-11-09 Common stock, par value $0.01 per share 1501003 3 I See Footnotes Cash Settled Total Return Swaps 2012-06-05 4 J 1 1 58.38 A 2014-06-30 Common stock, par value $0.01 per share 1146998 5 I See Footnotes Cash Settled Total Return Swaps 2012-06-05 4 J 1 1 58.38 A 2013-12-31 Common stock, par value $0.01 per share 1501003 5 I See Footnotes In addition to William A. Ackman, a citizen of the United States of America, this Form 4 is being filed jointly by Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP" and collectively, the "Reporting Persons"), each of whom has the same business address as Mr. Ackman and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities"). Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands corporation, "Pershing Square International" and together with PS and PS II, the "Pershing Square Funds"). PS Management is the general partner of Pershing Square Capital. Pershing Square GP is the general partner of each of PS and PS II. Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Table II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. The total return swaps set forth on Table II do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and does not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer. Under the terms of each total return swap (i) the applicable Pershing Square Fund is obligated to pay to the bank counterparty any negative price performance from the reference price set forth in Table II for each notional share of the issuer's common stock, par value $0.01 per share ("Common Stock") subject to such swap as of the expiration date, plus interest at the rates set forth in the contract, and (ii) the bank counterparty was obligated to pay to the applicable Pershing Square Fund any positive price performance from the reference price set forth in Table II for each notional share of the issuer's Common Stock subject to the swap as of the expiration date. Any dividends received by the counterparty on such notional shares of Common Stock during the term of the swap were to be paid to the applicable Pershing Square Fund. All balances will be settled in cash. The Reporting Persons unwound the total return swaps set forth on the first two rows of Table II that were set to expire on August 29, 2012 and November 9, 2012, respectively, and concurrently entered into the total return swaps set forth on the last two rows of Table II. As a result of these transactions, there was no net change in the notional number of shares of the issuer's Common Stock underlying the total return swaps. As reported on the Form 3 filed by the Reporting Persons on November 19, 2010, in addition to the total return swaps set forth on Table II, the Reporting Persons own (i) a total return swap with 1,250,836 underlying notional shares of Common Stock expiring on October 29, 2015, (ii) a total return swap with 1,501,002 underlying notional shares of Common Stock expiring on January 31, 2013 and (iii) warrants to purchase 1,916,667 shares of Common Stock. PERSHING SQUARE CAPITAL MANAGEMENT, L.P., PS Management GP, LLC, its General Partner, /s/ William A. Ackman, William A. Ackman, Managing Member 2012-06-07 PS MANAGEMENT GP, LLC, /s/ William A. Ackman, William A. Ackman, Managing Member 2012-06-07 PERSHING SQUARE GP, LLC, /s/ William A. Ackman, William A. Ackman, Managing Member 2012-06-07 WILLIAM A. ACKMAN, /s/ William A. Ackman,William A. Ackman 2012-06-07