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