0001144204-16-114356.txt : 20160725 0001144204-16-114356.hdr.sgml : 20160725 20160725192449 ACCESSION NUMBER: 0001144204-16-114356 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160714 FILED AS OF DATE: 20160725 DATE AS OF CHANGE: 20160725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Split Corp. CENTRAL INDEX KEY: 0001597429 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 161782909 BUSINESS ADDRESS: STREET 1: 1500 ROYAL CENTRE STREET 2: 1055 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4N7 BUSINESS PHONE: 1-604-893-2329 MAIL ADDRESS: STREET 1: 1500 ROYAL CENTRE STREET 2: 1055 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4N7 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Properties Subco LLC CENTRAL INDEX KEY: 0001680276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 161782910 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Properties, Inc. CENTRAL INDEX KEY: 0001680277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 161782912 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Holding Ltd Liability Co CENTRAL INDEX KEY: 0001680328 STATE OF INCORPORATION: K5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 161782913 BUSINESS ADDRESS: STREET 1: BUDAPEST 1074 STREET 2: DOHANY UTCA 12 CITY: BUDAPEST STATE: K5 ZIP: 1074 BUSINESS PHONE: 361 328 0000 EX 6989 MAIL ADDRESS: STREET 1: CAPITAL INTERNATIONALFINANCIAL SERVICES STREET 2: ATTENTION VIKTORIA BRACHTL CITY: BUDAPEST STATE: K5 ZIP: 1074 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 1706065 Alberta ULC CENTRAL INDEX KEY: 0001680520 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 161782914 BUSINESS ADDRESS: STREET 1: SUITE 1700 STREET 2: 335 8TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 1C9 BUSINESS PHONE: 403 770 7200 MAIL ADDRESS: STREET 1: SUITE 1700 STREET 2: 335 8TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 1C9 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Office Properties Inc CENTRAL INDEX KEY: 0001085359 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 161782915 BUSINESS ADDRESS: STREET 1: BCE PLACE STREET 2: 181 BAY STREET, SUITE 330 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2300 MAIL ADDRESS: STREET 1: BCE PLACE STREET 2: 181 BAY STREET, SUITE 330 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 FORMER NAME: FORMER CONFORMED NAME: BROOKFIELD PROPERTIES CORP DATE OF NAME CHANGE: 19990428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOP (US) LLC CENTRAL INDEX KEY: 0001680290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 161782911 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: General Growth Properties, Inc. CENTRAL INDEX KEY: 0001496048 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 272963337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 110 N. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-960-5000 MAIL ADDRESS: STREET 1: 110 N. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: New GGP, Inc. DATE OF NAME CHANGE: 20100706 3 1 v444890_form3.xml OWNERSHIP DOCUMENT X0206 3 2016-07-14 0 0001496048 General Growth Properties, Inc. GGP 0001085359 Brookfield Office Properties Inc 181 BAY STREET, SUITE 330 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Dir. by deputization (Remarks) 0001680520 1706065 Alberta ULC SUITE 1700 335 8TH AVENUE SW CALGARY A0 T2P 1C9 ALBERTA, CANADA 1 0 1 1 Dir. by deputization (Remarks) 0001680328 Brookfield Holding Ltd Liability Co BUDAPEST 1074 DOHANY UTCA 12 BUDAPEST K5 1074 HUNGARY 1 0 1 1 Dir. by deputization (Remarks) 0001680277 Brookfield Properties, Inc. BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281 1 0 1 1 Dir. by deputization (Remarks) 0001680290 BOP (US) LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281 1 0 1 1 Dir. by deputization (Remarks) 0001680276 Brookfield Properties Subco LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281 1 0 1 1 Dir. by deputization (Remarks) 0001597429 Brookfield Property Split Corp. 181 BAY STREET, SUITE 330 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Dir. by deputization (Remarks) Common Stock, par value $0.01 per share 11819690 I See footnotes Common Stock, par value $0.01 per share 309013 I See footnotes Common Stock, par value $0.01 per share 3909249 I See footnotes Common Stock, par value $0.01 per share 70975 I See footnotes Common Stock, par value $0.01 per share 1344835 I See footnotes Common Stock, par value $0.01 per share 1351700 I See footnotes Common Stock, par value $0.01 per share 79094965 I See footnotes Common Stock, par value $0.01 per share 374591 I See footnotes Common Stock, par value $0.01 per share 2531759 I See footnotes Common Stock, par value $0.01 per share 8670667 I See footnotes Common Stock, par value $0.01 per share 61444210 I See footnotes Common Stock, par value $0.01 per share 8670667 I See footnotes Common Stock, par value $0.01 per share 37191170 I See footnotes Common Stock, par value $0.01 per share 53000412 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 10098406 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 89361 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 1382401 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 20621 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 469795 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 469795 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 22706486 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 107309 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 725269 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 26962304 I See footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 19932785 I See footnotes Common Stock and Warrants held directly by Brookfield Retail Holdings II Sub II LLC, a Delaware limited liability company ("BRH II Sub"). Common Stock and Warrants held directly by Brookfield Retail Holdings III Sub III LLC, a Delaware limited liability company ("BRH III Sub"). Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company ("BRH IV-A Sub"). Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company ("BRH IV-B Sub"). Common Stock and Warrants held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company ("BRH IV-C Sub"). Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company ("BRH IV-D Sub"). Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company ("BRH VII"). Warrants held directly by Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company ("BRHW"). Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund B LP, a Delaware limited partnership ("Fund B"). Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund D LP, a Delaware limited partnership ("Fund D" and, together with BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub and BRH VII, BRHW and Fund B, the "Investment Vehicles"). Each of the Reporting Persons, as an indirect parent of each Investment Vehicle, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by each Investment Vehicle. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein. Common Stock held directly by BPY Retail II LLC, a Delaware limited liability company ("BPY II"). Common Stock held directly by BPY Retail IV LLC, a Delaware limited liability company ("BPY IV"). Common Stock held directly by BPY Retail V LLC, a Delaware limited liability company ("BPY V"). Common Stock held directly by BPY Retail VI LLC, a Delaware limited liability company ("BPY VI"). Common Stock held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company ("GGP Subco"). Warrants held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company ("BPY Holdings I"). Warrants held directly by BW Purchaser, LLC, a Delaware limited liability company ("BWP"). Each of the Reporting Persons, as an indirect parent of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by each of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock and Warrants held by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP, except to the extent of any indirect pecuniary interest therein. Each Warrant entitles the holder to purchase 1.2133 shares of Common Stock at an initial exercise price of $10.75 per share, 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. Each Warrant entitles the holder to purchase 1.2133 shares of Common Stock at an initial exercise price of $10.50 per share, 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. Brian Kingston, 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 BAM and certain of its affiliates, including the Reporting Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"). /s/ Keith Hyde, Brookfield Office Properties Inc., Vice President, Taxation 2016-07-25 /s/ Keith Hyde, 1706065 Alberta ULC, Vice President, Taxation 2016-07-25 /s/ Dr. Laszlo Csontos, Brookfield Holding Limited Liability Company, Managing Director 2016-07-25 /s/ Eamonn John O'Dea, Brookfield Holding Limited Liability Company, Managing Director 2016-07-25 /s/ Michelle L. Campbell, Brookfield Properties, Inc., Senior Vice President and Secretary 2016-07-25 /s/ Michelle L. Campbell, BOP (US) LLC, Senior Vice President and Secretary 2016-07-25 /s/ Michelle L. Campbell, Brookfield Properties Subco LLC, Senior Vice President and Secretary 2016-07-25 /s/ Michelle L. Campbell, Brookfield Property Split Corp., Secretary 2016-07-25