0001144204-16-120460.txt : 20160822 0001144204-16-120460.hdr.sgml : 20160822 20160822092222 ACCESSION NUMBER: 0001144204-16-120460 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140307 FILED AS OF DATE: 20160822 DATE AS OF CHANGE: 20160822 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: BPG Holdings Group (US) Holdings Inc. CENTRAL INDEX KEY: 0001682236 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 161844328 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416 369 2300 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPG Holdings Group Inc. CENTRAL INDEX KEY: 0001682251 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 161844329 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416 369 2300 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 3 1 v447301_3.xml OWNERSHIP DOCUMENT X0206 3 2014-03-07 0 0001496048 General Growth Properties, Inc. GGP 0001682251 BPG Holdings Group Inc. 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Dir. by deputization (Remarks) 0001682236 BPG Holdings Group (US) Holdings Inc. 181 BAY STREET, SUITE 300 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 10229909 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 90526 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 1400403 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 20889 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 475913 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 475913 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 23002177 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 108706 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 734714 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 27313416 I see footnotes Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 20192356 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 II 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, 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 1.2291 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the Amended and Restated Warrant Agreement, effective as of October 28, 2013 (the "Warrant Agreement"), between American Stock Transfer & Trust Company, LLC, as warrant agent, and the Issuer. Each Warrant entitles the holder to purchase 1.2291 shares of Common Stock at an initial exercise price of $10.50 per share, subject to adjustments as provided in the Warrant Agreement. 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"). BPG HOLDINGS GROUP INC. By: /s/ Sujoy Gupta, Vice President 2016-08-22 BPG HOLDINGS GROUP (US) HOLDINGS INC. By: /s/ Sujoy Gupta, Vice President 2016-08-22