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