0001144204-17-055306.txt : 20171031 0001144204-17-055306.hdr.sgml : 20171031 20171031215122 ACCESSION NUMBER: 0001144204-17-055306 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171027 FILED AS OF DATE: 20171031 DATE AS OF CHANGE: 20171031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPY Retail III LLC CENTRAL INDEX KEY: 0001570902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171167183 BUSINESS ADDRESS: STREET 1: 4 BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212 417 7514 MAIL ADDRESS: STREET 1: 4 BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GGP 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: General Growth Properties, Inc. DATE OF NAME CHANGE: 20101109 FORMER COMPANY: FORMER CONFORMED NAME: New GGP, Inc. DATE OF NAME CHANGE: 20100706 4 1 tv478107_4.xml OWNERSHIP DOCUMENT X0306 4 2017-10-27 1 0001496048 GGP Inc. GGP 0001570902 BPY Retail III LLC 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization *** Common Stock, par value $0.01 per share 2017-10-27 4 J 0 37191170 0 A 37209841 D Common Stock, par value $0.01 per share 2017-10-27 4 J 0 351958 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 403716 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 5374254 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 92828 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 1842703 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 1849568 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 79094965 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 37209841 0 D 0 D See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. See Exhibit 99.1; Note 5. See Exhibit 99.1; Note 6. See Exhibit 99.1; Note 7. See Exhibit 99.1; Note 8. See Exhibit 99.1; Note 9. See Exhibit 99.1; Note 10. *** 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. BPY RETAIL III LLC By: BPY RETAIL I LLC, its successor, /s/ Michelle L. Campbell, Senior Vice President and Secretary 2017-10-31 EX-99.1 2 tv478107_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1)

On October 27, 2017, BPY Retail VI LLC, a Delaware limited liability company (“BPY VI”), merged with and into the Reporting Person, with the Reporting Person as the surviving entity of the merger. As a result of the merger, the Reporting Person acquired the shares held directly by BPY VI.

(2)

Common Stock held directly by Brookfield Retail Holdings II Sub III LLC, a Delaware limited liability company (“BRH II Sub”).

(3)

Common Stock held directly by Brookfield Retail Holdings III Sub II LLC, a Delaware limited liability company (“BRH III Sub”).

(4)

Common Stock held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company (“BRH IV-A Sub”).

(5)

Common Stock held directly by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company (“BRH IV-B Sub”).

(6)

Common Stock held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company (“BRH IV-C Sub”).

(7)

Common Stock held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company (“BRH IV-D Sub”).

(8)

Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company (“BRH VII” and, together with BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub and BRH IV-D Sub, the “Investment Vehicles”).

(9)

On October 27, 2017, the Reporting Person merged with and into BPY Retail I LLC, a Delaware limited liability company (“BPY I”), with BPY I as the surviving entity of the merger. As a result of the merger, the Reporting Person ceased to exist and hold any shares of Common Stock.

(10)

On October 27, 2017, the Reporting Person merged with and into BPY I, with BPY I as the surviving entity of the merger. As a result of the merger, the Reporting Person ceased to exist and hold any shares of Common Stock. The Reporting Person, as a parent of each Investment Vehicle, may have been deemed to have had an indirect pecuniary interest in shares of Common Stock that were directly beneficially owned by each Investment Vehicle. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by each Investment Vehicle is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock that were beneficially owned by each Investment Vehicle, except to the extent of any indirect pecuniary interest therein.