0001144204-18-047186.txt : 20180829 0001144204-18-047186.hdr.sgml : 20180829 20180829185319 ACCESSION NUMBER: 0001144204-18-047186 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180827 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 181045278 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 4 1 tv501757_4.xml OWNERSHIP DOCUMENT X0306 4 2018-08-27 1 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 *** Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 124985577 A 124985577 D Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 70114877 A 70114877 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 124985577 D Common Stock 124985577 0 D Series B Preferred Stock 2018-08-27 4 D 0 70114877 D Common Stock 70114877 0 I See Footnote See Exhibit 99.1 See Exhibit 99.1 *** 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. Exhibit List: Exhibit 99.1 - Explanation of Responses Brookfield Retail Holdings VII Sub 3 LLC., /s/ Michelle L. Campbell, Senior Vice President and Secretary 2018-08-29 EX-99.1 2 tv501757_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1)

Shares held directly by BPY Retail V LLC, a Delaware limited liability company (“BPY V”).

(2)

On August 28, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of March 26, 2018 (as amended on June 25, 2018, the “Merger Agreement”), by and among Brookfield Property Partners L.P. (“BPY”), Goldfinch Merger Sub Corp. (“Acquisition Sub”) and GGP Inc. (“GGP” or “Issuer”), Acquisition Sub merged with and into GGP, with GGP surviving the merger as the renamed Brookfield Property REIT Inc. (“BPR”). On August 27, 2018, pursuant to the Merger Agreement, each share of the series of preferred stock, par value $0.01 per share, of the Issuer (“Series B Preferred Stock”) outstanding as of August 27, 2018 remained outstanding immediately following the amendment and restatement of the Issuer’s Certificate of Incorporation (the “Charter Amendment”) as a validly issued, fully paid and non-assessable share of Class B Stock of BPR (“Class B Stock”) as set forth in the Charter Amendment. The Reporting Person, as an indirect parent of each of BPY V, may be deemed to have had, or will have, respectively, an indirect pecuniary interest in the shares of the Class B Stock and Series B Preferred Stock that are directly beneficially owned by BPY V. In the event that the Merger Agreement had been terminated in accordance with its terms prior to the time at which the Charter Amendment was filed with and accepted by the Secretary of State pursuant to the terms of the Merger Agreement, then each share of Series B Preferred Stock would have been automatically, without action by the Issuer or any holder, converted into one fully paid and non-assessable share of GGP common stock, without the payment of any accrued and unpaid dividends. In accordance with Instruction 4(b)(iv), the entire amount of the Class B Stock and Series B Preferred Stock that is owned by BPY V is reported herein. The Reporting Person disclaims beneficial ownership of all shares of the Class B Stock and Series B Preferred Stock that are beneficially owned by BPY V, except to the extent of any indirect pecuniary interest therein.