SEC FORM 4

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

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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^*

Pershing Square Capital Management, L.P.

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

42ND FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Howard Hughes Corp [ HHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share	07/01/2013		J⁽³⁾		0⁽³⁾	A⁽³⁾	$112.09⁽³⁾	3,568,017	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to Purchase Common stock, par value $0.01 per share	$50	07/01/2013		J⁽⁴⁾		0⁽⁴⁾		11/09/2010⁽⁴⁾	11/09/2017	Common stock, par value $0.01 per share	1,916,667	⁽⁴⁾	1,916,667	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Cash Settled Total Return Swaps	$58.38	06/05/2012		J/K⁽⁵⁾		1⁽⁵⁾		⁽⁵⁾	06/30/2014	Common stock, par value $0.01 per share	920,273	⁽⁵⁾	1	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Cash Settled Total Return Swaps	$73.02	12/31/2012		J/K⁽⁵⁾		1⁽⁵⁾		⁽⁵⁾	10/29/2015	Common stock, par value $0.01 per share	1,247,047	⁽⁵⁾	1	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Cash Settled Total Return Swaps	$35.26	11/09/2010		J/K⁽⁵⁾		1⁽⁵⁾		⁽⁵⁾	10/29/2015	Common stock, par value $0.01 per share	3,789	⁽⁵⁾	1	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Cash Settled Total Return Swaps	$58.38	06/05/2012		J/K⁽⁵⁾		1⁽⁵⁾		⁽⁵⁾	12/31/2013	Common stock, par value $0.01 per share	1,231,452	⁽⁵⁾	1	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Cash Settled Total Return Swaps	$73.02	12/31/2012		J/K⁽⁵⁾		1⁽⁵⁾		⁽⁵⁾	12/31/2013	Common stock, par value $0.01 per share	269,551	⁽⁵⁾	1	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Cash Settled Total Return Swaps	$73.02	12/31/2012		J/K⁽⁵⁾		1⁽⁵⁾		⁽⁵⁾	06/30/2014	Common stock, par value $0.01 per share	218,970	⁽⁵⁾	1	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Cash Settled Total Return Swaps	$73.02	12/31/2012		J/K⁽⁵⁾		1⁽⁵⁾		⁽⁵⁾	01/02/2014	Common stock, par value $0.01 per share	1,501,002	⁽⁵⁾	1	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Cash Settled Total Return Swaps	$112.09	07/01/2013		J/K⁽⁵⁾		1⁽⁵⁾		⁽⁵⁾	12/31/2014	Common stock, par value $0.01 per share	7,755	⁽⁵⁾	1	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Pershing Square Capital Management, L.P.

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

42ND FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PS Management GP, LLC

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

42ND FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pershing Square GP, LLC

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

42ND FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ACKMAN WILLIAM A

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

42ND FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Pershing Square Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

2. 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 ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

3. In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

4. In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

5. Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

6. 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 in this Form 4 (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 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).

7. 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.

8. The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons 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.

	Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member	07/03/2013
	PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member	07/03/2013
	Pershing Square GP, LLC, By: /s/ William A. Ackman, Managing Member	07/03/2013
	/s/ William A. Ackman	07/03/2013
	** 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 4 (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).
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