0001209191-14-061751.txt : 20141003 0001209191-14-061751.hdr.sgml : 20141003 20141003165022 ACCESSION NUMBER: 0001209191-14-061751 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141001 FILED AS OF DATE: 20141003 DATE AS OF CHANGE: 20141003 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: 141140335 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: 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: 141140336 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: 141140337 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 c109318_4x0.xml MAIN DOCUMENT DESCRIPTION X0306 4 2014-10-01 0001498828 Howard Hughes Corp HHC 0001336528 Pershing Square Capital Management, L.P. 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 1 0 1 0 0001336477 PS Management GP, LLC 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 1 0 1 0 0001056513 ACKMAN WILLIAM A 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 1 0 1 0 Cash Settled Total Return Swaps (call equivalent position) 150 2014-10-01 4 J 1 1 D 2015-10-29 Common stock, par value $0.01 per share 613805 1 I See footnotes Cash Settled Total Return Swaps (call equivalent position) 150 2014-10-01 4 J 1 1 D 2016-12-30 Common stock, par value $0.01 per share 649717 1 I See footnotes Series A-2 Warrants (call equivalent position) 50.00 2014-10-01 4 P 0 1 D 2010-11-09 2017-11-09 Common stock, par value $0.01 per share 276217 1 I See footnotes In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), 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 and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). Pershing Square 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 (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and PS International, the "Pershing Square Funds"). Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square and managing member of PS Management, 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 Subject Securities, except to the extent of any pecuniary interest therein. This Form 4 is being filed as a result of ordinary course rebalancing transactions in which the Pershing Square Funds purchased and sold Subject Securities among themselves (or, in the case of the cash settled total return swaps, partially unwound swaps and established corresponding new swaps). All of these rebalancing transactions were effected at the same time. There were no changes in the aggregate Subject Securities beneficially owned by the Pershing Square Funds as a result of such transactions. William A. Ackman, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of the Reporting Persons, the Pershing Square Funds and Pershing Square GP, LLC. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. The total return swaps referred to in Table II do not give the Reporting Persons or the Pershing Square Funds 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 2014-10-03 PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member 2014-10-03 /s/ William A. Ackman 2014-10-03