0000899243-18-023517.txt : 20180829 0000899243-18-023517.hdr.sgml : 20180829 20180829190755 ACCESSION NUMBER: 0000899243-18-023517 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180827 FILED AS OF DATE: 20180829 DATE AS OF CHANGE: 20180829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LOFGREN CHRISTINA CENTRAL INDEX KEY: 0001707529 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 181045303 MAIL ADDRESS: STREET 1: C/O GGP INC. STREET 2: 110 NORTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Property REIT 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: 350 N. ORLEANS ST. STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60654-1607 BUSINESS PHONE: 312-960-5000 MAIL ADDRESS: STREET 1: 350 N. ORLEANS ST. STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60654-1607 FORMER COMPANY: FORMER CONFORMED NAME: GGP Inc. DATE OF NAME CHANGE: 20170127 FORMER COMPANY: FORMER CONFORMED NAME: General Growth Properties, Inc. DATE OF NAME CHANGE: 20101109 FORMER COMPANY: FORMER CONFORMED NAME: New GGP, Inc. DATE OF NAME CHANGE: 20100706 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-08-27 1 0001496048 Brookfield Property REIT Inc. BPR 0001707529 LOFGREN CHRISTINA C/O BROOKFIELD PROPERTY REIT INC. 350 N. ORLEANS, SUITE 300 CHICAGO IL 60654 1 0 0 0 Common Stock 2018-08-28 4 D 0 3311 D 0 D Class A Stock 2018-08-27 4 J 0 2176 A 2176 D Class A Stock 2018-08-28 4 A 0 433 A 2609 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among Brookfield Property Partners L.P. ("BPY"), Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and GGP Inc. (the "Issuer") (as amended on June 25, 2018, the "Merger Agreement"). At the effective time of the merger (the "Merger Effective Time") as contemplated in the Merger Agreement, each share of outstanding common stock (other than appraisal shares, shares of restricted common stock and certain other shares) was cancelled in exchange for $0.312 per share (the "Per Share Merger Consideration"). Includes 1,104 shares of restricted common stock which were cancelled and converted into a combination of cash and shares of Class A stock of the Issuer ("Class A Stock") in connection with the transactions contemplated by the Merger Agreement. Shares of the Issuer's class A stock, par value $0.01 per share ("class A stock"), were issued to certain holders of record of GGP common stock as of the end of trading on the New York Stock Exchange on July 27, 2018 (the "Pre-Closing Dividend"). The Pre-Closing Dividend consisted of either cash or equity (in the form of class A stock or limited partnership units of Brookfield Property Partners L.P. ("BPY")). Depending on the elections made by the Reporting Person, and the proration of the Pre-Closing Dividend pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among BPY, Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and the Issuer (as amended on June 25, 2018, the "Merger Agreement"), each share of the Issuer's common stock received up to 0.986 shares of class A stock or 0.986 limited partnership units of BPY. (Continued from footnote 2) At this time, the number of shares of class A stock issued to the reporting person in the pre-closing dividend was unable to be determined, and for reporting purposes, we have assumed that the reporting person received the maximum number of shares of class A stock that could have been received. Shares of class A Stock received in respect of cancelled shares of time-vesting restricted common stock, pursuant to the Merger Agreement. /s/ Christina Lofgren 2018-08-29