0001144204-18-047178.txt : 20180829 0001144204-18-047178.hdr.sgml : 20180829 20180829184812 ACCESSION NUMBER: 0001144204-18-047178 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180824 FILED AS OF DATE: 20180829 DATE AS OF CHANGE: 20180829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Retail Holdings VII Sub 3 LLC CENTRAL INDEX KEY: 0001750890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 181045229 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 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 3 1 tv501730_3.xml OWNERSHIP DOCUMENT X0206 3 2018-08-24 0 0001496048 Brookfield Property REIT Inc. GGP 0001750890 Brookfield Retail Holdings VII Sub 3 LLC 250 VESEY STREET NEW YORK NY 10281 1 0 1 1 Director by deputization*** Series B Preferred Stock Common Stock 124985577 D Series B Preferred Stock Common Stock 70114877 I See Footnote See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. *** 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"). Brookfield Retail Holdings VII Sub 3 LLC., /s/ Michelle L. Campbell, Senior Vice President and Secretary 2018-08-29 EX-99.1 2 tv501730_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1)

Series B Preferred Stock held directly by BPY Retail V LLC, a Delaware limited liability company (“BPY V”).

(2)

The Reporting Person, as a parent of BPY V (the “Direct Holder”), may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Series B Preferred Stock (“Series B Preferred”) that are directly beneficially owned by the Direct Holder. In the event that the Agreement and Plan of Merger, dated as of March 26, 2018 (as amended on June 25, 2018, and as it may be further amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Brookfield Property Partners L.P., Goldfinch Merger Sub Corp. and the Issuer, is terminated in accordance with its terms prior to the time at which the amendment and restatement of the Issuer’s Certificate of Incorporation is filed with and accepted by the Secretary of State of the State of Delaware pursuant to the terms of the Merger Agreement, then each share of Series B Preferred shall be automatically, without action by the Issuer or any holder, converted into one fully paid and non-assessable share of Common Stock, without the payment of any accrued and unpaid dividends. In accordance with Instruction 5(b)(iv), the entire amount of the Series B Preferred that is owned by the Direct Holder is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Series B Preferred that are beneficially owned by the Direct Holder, except to the extent of any indirect pecuniary interest therein.