0001179110-16-030758.txt : 20161017 0001179110-16-030758.hdr.sgml : 20161017 20161017185517 ACCESSION NUMBER: 0001179110-16-030758 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161017 FILED AS OF DATE: 20161017 DATE AS OF CHANGE: 20161017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Howard Hughes Corp CENTRAL INDEX KEY: 0001498828 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 364673192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 214-741-7744 MAIL ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: Spinco, Inc. DATE OF NAME CHANGE: 20100811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Reilly David R. CENTRAL INDEX KEY: 0001532404 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 161939628 MAIL ADDRESS: STREET 1: 390 N. ORANGE AVENUE STREET 2: STE. 2400 CITY: ORLANDO STATE: FL ZIP: 32801 3 1 edgar.xml FORM 3 - X0206 3 2016-10-17 0 0001498828 Howard Hughes Corp HHC 0001532404 O'Reilly David R. ONE GALLERIA TOWER, 13355 NOEL ROAD, 22ND FLOOR DALLAS TX 75240 0 1 0 0 Chief Financial Officer Warrant (right to buy) 112.08 2022-04-06 2022-10-03 Common Stock, par value $0.01 per share 50125 D Pursuant to a warrant purchase agreement, dated as of October 6, 2016 (the "Warrant Agreement), by and between The Howard Hughes Corporation (the "Company") and David R. O'Reilly, the warrant will become exercisable on October 6, 2022, and will become immediately exercisable in the event of: (a) a Change of Control of the Company (as defined in the Warrant Agreement); (b) the termination of Mr. O'Reilly's employment by the Company without Cause (as defined in the Warrant Agreement); or (c) the separation of Mr. O'Reilly from employment for Good Reason (as defined in the Warrant Agreement). Reflects shares underlying a warrant to purchase shares of the common stock of the Company pursuant to the Warrant Agreement. Timothy F. Hubach, Attorney-in-fact for David R. O'Reilly 2016-10-17 EX-24 2 ex24o_reilly.txt POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Timothy F. Hubach and Justin S. Reinus signing singly, the undersigned's true and lawful attorney-in-fact to: execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of The Howard Hughes Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The execution by the undersigned of this Power of Attorney hereby expressly revokes and terminates any powers of attorney previously granted by the undersigned relating to Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of October 17, 2016. /s/ David R. O'Reilly _____________________ David R. O'Reilly #15019 v1