0001209191-13-035734.txt : 20130703 0001209191-13-035734.hdr.sgml : 20130703 20130703203938 ACCESSION NUMBER: 0001209191-13-035734 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130701 FILED AS OF DATE: 20130703 DATE AS OF CHANGE: 20130703 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: ACKMAN WILLIAM A CENTRAL INDEX KEY: 0001056513 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 13954659 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pershing Square GP, LLC CENTRAL INDEX KEY: 0001336476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 13954656 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PS Management GP, LLC CENTRAL INDEX KEY: 0001336477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 13954657 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 13954658 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 c562999_4x0.xml MAIN DOCUMENT DESCRIPTION X0306 4 2013-07-01 0001498828 Howard Hughes Corp HHC 0001336528 Pershing Square Capital Management, L.P. 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 0 0 1 0 0001336477 PS Management GP, LLC 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 0 0 1 0 0001336476 Pershing Square GP, LLC 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 0 0 1 0 0001056513 ACKMAN WILLIAM A 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 1 0 1 0 Common stock, par value $0.01 per share 2013-07-01 4 J 0 0 112.09 A 3568017 I See footnotes Warrants to Purchase Common stock, par value $0.01 per share 50 2013-07-01 4 J 0 0 A 2010-11-09 2017-11-09 Common stock, par value $0.01 per share 1916667 1916667 I See footnotes Cash Settled Total Return Swaps 58.38 2012-06-05 4 J 1 1 A 2014-06-30 Common stock, par value $0.01 per share 920273 1 I See footnotes Cash Settled Total Return Swaps 73.02 2012-12-31 4 J 1 1 A 2015-10-29 Common stock, par value $0.01 per share 1247047 1 I See footnotes Cash Settled Total Return Swaps 35.26 2010-11-09 4 J 1 1 A 2015-10-29 Common stock, par value $0.01 per share 3789 1 I See footnotes Cash Settled Total Return Swaps 58.38 2012-06-05 4 J 1 1 A 2013-12-31 Common stock, par value $0.01 per share 1231452 1 I See footnotes Cash Settled Total Return Swaps 73.02 2012-12-31 4 J 1 1 A 2013-12-31 Common stock, par value $0.01 per share 269551 1 I See footnotes Cash Settled Total Return Swaps 73.02 2012-12-31 4 J 1 1 A 2014-06-30 Common stock, par value $0.01 per share 218970 1 I See footnotes Cash Settled Total Return Swaps 73.02 2012-12-31 4 J 1 1 A 2014-01-02 Common stock, par value $0.01 per share 1501002 1 I See footnotes Cash Settled Total Return Swaps 112.09 2013-07-01 4 J 1 1 A 2014-12-31 Common stock, par value $0.01 per share 7755 1 I See footnotes In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4. Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds"). In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions. In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions. Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions. Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer. Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member 2013-07-03 PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member 2013-07-03 Pershing Square GP, LLC, By: /s/ William A. Ackman, Managing Member 2013-07-03 /s/ William A. Ackman 2013-07-03