0001144204-16-114355.txt : 20160725
0001144204-16-114355.hdr.sgml : 20160725
20160725192408
ACCESSION NUMBER: 0001144204-16-114355
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160714
FILED AS OF DATE: 20160725
DATE AS OF CHANGE: 20160725
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Brookfield BPY Retail Holdings II LLC
CENTRAL INDEX KEY: 0001680274
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34948
FILM NUMBER: 161782908
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
3
1
v444888_form3.xml
OWNERSHIP DOCUMENT
X0206
3
2016-07-14
0
0001496048
General Growth Properties, Inc.
GGP
0001680274
New Brookfield BPY Retail Holdings II LLC
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281
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
37191170
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
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").
The Reporting Person, 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. The Reporting Person 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 VI LLC, a Delaware limited liability company ("BPY VI").
The Reporting Person, as an indirect parent of BPY II and BPY VI 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 and BPY VI. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock held by BPY II and BPY VI is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by BPY II and BPY VI, 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.
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 Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").
/s/ Jane Sheere, New Brookfield BPY Retail Holdings II LLC, Secretary
2016-07-25