0000899243-18-023518.txt : 20180829
0000899243-18-023518.hdr.sgml : 20180829
20180829190851
ACCESSION NUMBER: 0000899243-18-023518
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: Heath R Fear
CENTRAL INDEX KEY: 0001651096
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34948
FILM NUMBER: 181045305
BUSINESS ADDRESS:
STREET 1: C/O GGP INC.
STREET 2: 350 N. ORLEANS, SUITE 300
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: 312-960-5000
MAIL ADDRESS:
STREET 1: C/O GGP INC.
STREET 2: 350 N. ORLEANS, SUITE 300
CITY: CHICAGO
STATE: IL
ZIP: 60654
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
0001651096
Heath R Fear
C/O BROOKFIELD PROPERTY REIT INC.
350 N. ORLEANS, SUITE 300
CHICAGO
IL
60654
0
1
0
0
EVP, Chief Financial Officer
Common Stock
2018-08-28
4
D
0
97077
D
0
D
Class A Stock
2018-08-27
4
J
0
8623
A
8623
D
Class A Stock
2018-08-28
4
A
0
153636
A
162259
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 88,331 shares of restricted common stock which were cancelled and converted into shares of restricted Class A stock of the Issuer ("Class A Stock"), as contemplated in 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.
Includes 97,870 shares of unvested restricted Class A Stock received in respect of cancelled shares of time-vesting restricted common stock and 55,766 shares of unvested restricted Class A Stock received in respect of cancelled shares of performance-vesting restricted common stock, in each case pursuant to the Merger Agreement.
/s/ Heath R Fear
2018-08-29