8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2012

Rouse Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Number) 90-0750824 (IRS Employer Identification No.)

1114 Avenue of the Americas, Suite 2800
New York, New York (Address of principal executive offices) 10036 (Zip Code)

Registrant's telephone number, including area code: (212) 608-5108

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CAR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CAR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CAR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CAR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer.  On September 25, 2012, the Board of Directors of Rouse Properties, Inc., a Delaware corporation (the “Company”), appointed John A. Wain, 46, to succeed Rael Diamond as the Chief Financial Officer of the Company.  Mr. Wain is expected to assume his role  no later than October 9, 2012.

Mr. Wain was formerly a Managing Director and the Head of Real Estate Americas at Credit Agricole Corporate and Investment Bank (formerly Calyon Corporate & Investment Bank). In this capacity, he had responsibility for overseeing Credit Agricole’s U.S. real estate lending business. Over the course of his 24 year career, Mr. Wain has focused extensively on structuring and negotiating secured and unsecured corporate real estate facilities and property level loans for public REITs, owners and developers, as well as corporate bonds, interest rate derivatives and equity transactions. Mr. Wain holds a Bachelor of Science degree in Business Administration, Real Estate and Urban Economic Studies from the University of Connecticut.

Pursuant to an employment letter entered into between the Company and Mr. Wain, Mr. Wain will receive an annual base salary of $400,000, and will have a target annual cash bonus equal to 75% of his base salary, with a guaranteed bonus of $300,000 for 2012.

In addition, Mr. Wain will receive, upon the commencement of his employment, one-time grants under the Company’s 2012 Equity Incentive Plan of:  (i) options to purchase a number of  shares of the Company’s common stock equal to the number obtained by dividing $4,000,000 by the closing price per share of the Company’s common stock on the date immediately preceding the date of grant, which options will vest in five equal annual installments, commencing on the first anniversary of the date of grant; and (ii) $303,000 payable in shares of restricted stock (the “signing restricted stock”), which shares will vest in four equal annual installments, commencing on the first anniversary of the date of grant.  In addition, commencing in 2013, Mr. Wain will be eligible to receive an annual grant under the Company’s 2012 Equity Incentive Plan of options to purchase a number of shares of the Company’s common stock obtained by dividing (i) two times Mr. Wain’s base salary by (ii) the closing price per share of the Company’s common stock on the date immediately preceding the date of grant.  These options will vest in five equal annual installments, commencing on the first anniversary of the date of grant, and these annual grants may be subject to the satisfaction of performance measures and other criteria.

If Mr. Wain is terminated by the Company without cause prior to the vesting of the signing restricted stock, the signing restricted stock will vest in full.  In addition, if Mr. Wain is terminated without cause within the first 12 months of employment, Mr. Wain will be eligible to receive a severance payment equal to 12 months’ base salary and a pro-rated bonus for the year of termination.  If Mr. Wain is terminated without cause after the first 12 months of employment, Mr. Wain will be eligible to receive a severance payment equal to six months’ base salary and a pro-rated bonus for the year of termination.

Additionally, the Company and Mr. Wain will enter into an indemnification agreement in substantially the same form as the Company has entered into with its existing executive officers.

Appointment of Chief Accounting Officer.  On September 25, 2012, the Board of Directors of the Company appointed Timothy Salvemini, 41, currently the Company’s Vice President of Finance, to the position of Chief Accounting Officer of the Company, effective October 8, 2012.

Mr. Salvemini previously served as the Director of Finance and Accounting at Brookfield Investment Management, Inc. from July 2010 until joining the Company in January 2012.  From August

2006 until July 2010, he served as Director of Finance and Accounting at Crystal River Capital, Inc., at the time a publicly traded REIT.  Prior to that position, Mr. Salvemini was a Senior Audit Manager at a public accounting firm.

Mr. Salvemini will receive, upon the commencement of his new position, a one-time grant under the Company’s 2012 Equity Incentive Plan of options to purchase a number of  shares of the Company’s common stock equal to the number obtained by dividing $300,000 by the closing price per share of the Company’s common stock on the date immediately preceding the date of grant, which options will vest in five equal annual installments, commencing on the first anniversary of the date of grant.

In addition, the Company and Mr. Salvemini will enter into an indemnification agreement in substantially the same form as the Company has entered into with its existing executive officers.

Departure of Chief Financial Officer.  Concurrently with Mr. Wain’s assumption of the title and responsibilities of Chief Financial Officer on or about October 9, 2012, Mr. Diamond will relinquish those roles.  It is anticipated that Mr. Diamond will remain an employee of the Company through a to-be-determined date in October 2012 to assist with the transition of his responsibilities to Mr. Wain.  At the time of the Company’s spin-off from General Growth Properties, the Company entered into a services agreement with Brookfield Asset Management under which Brookfield employees Mr. Diamond and Mr. Salvemini were to serve as the Company’s Chief Financial Officer and Vice President of Finance, respectively, for up to 12 months.  Mr. Diamond’s departure is not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number	Description
10.1	Employment Letter, effective as of September 25, 2012, between Rouse Properties, Inc. and John A. Wain
99.1	Press Release, dated September 25, 2012 (furnished herewith)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  September 28, 2012	ROUSE PROPERTIES, INC.
	By:	/s/ Andrew Silberfein
		Name:	Andrew Silberfein
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Letter, effective as of September 25, 2012, between Rouse Properties, Inc. and John A. Wain
99.1	Press Release, dated September 25, 2012 (furnished herewith)

EX-10.1

Exhibit 10.1

ROUSE PROPERTIES NYSE: RSE 1114 Avenue of the Americas, Suite 2800 New York, NY  10036-7703 T: 212.608.5108  F:  212.123.4567

September 20, 2012

Mr. John A. Wain

30 Maynard Court

Ridgewood, New Jersey 07450

Jw5312@gmail.com

Dear John:

Rouse Properties, Inc. is pleased to extend to you an offer of employment for the position of Chief Financial Officer, reporting to Andrew Silberfein, President and Chief Executive Officer.  Your position will be located in our New York office and we anticipate your start date will be as soon as practical but no later than October 9, 2012.

The following are the details of your offer:

Base Salary

Your annual base compensation will be US$ 400,000 less applicable taxes and withholdings.

Incentives

You will be eligible to participate in the Company’s Incentive Compensation Plan (“Bonus Plan”). Participation in the Bonus Plan entitles you to a share of a pool determined in accordance with the terms of the Bonus Plan. Your target award opportunity will be 75% of Base Salary. Your actual award will be determined in accordance with the terms of the Bonus Plan, subject to adjustment by the Board of Directors (“Board”).  For the year ended December 31, 2012, your award will be guaranteed to be $300,000, payable at the same time as the annual incentives are paid to other members of the executive team.  Awards under this Bonus Plan are not earned unless you are actively employed with the Company on the date of payment.

You will receive a one-time award of US $ 303,000 payable in Restricted Stock upon commencement of employment with the Company. This award of Restricted Stock is governed by the Company’s Equity Incentive Plan (the “Plan”) and subject to the terms and conditions set forth in the Plan. This award will vest evenly over four (4) years, commencing with the first anniversary of award. This Restricted Stock will become fully vested in the event you are terminated without cause.

Option Award

You will be eligible to receive an annual award of Options to purchase common stock of the Company under the Plan based on the Company’s financial results and your individual performance. These options are ten-year non-qualified options to purchase common shares of the Company and vest evenly over five (5) years, commencing with the first anniversary of award. Your target award will be expressed in terms of dollars at work (“Leverage”). The number of options awarded will be calculated as Leverage divided by the price per share of the common stock on the date the Board of Directors approves such option grant.

Your first award will be upon the date the Board of Directors approves the initial grant. The number of options for the initial grant awarded will be calculated based on target Leverage of US$ 4,000,000 divided by the market price at the time of the award.

Commencing January 2013, you will be eligible for an annual option award targeted at Leverage of 2.0 times Base Salary. All awards will be made in accordance with the terms of the Plan and are subject to approval by the Board. The target Leverage may vary depending on the specific plan.

Severance

Should you be terminated without cause, you would be eligible for a severance payment equivalent to 6 months of base salary and a prorated bonus for the year of termination.  Notwithstanding the forgoing, if you are terminated within the first twelve (12) months, you will receive 12 month of base salary and a prorated bonus for the year of termination.

Vacation

You will be granted four weeks of vacation per year to be taken in accordance with Company policy.

Benefits

You will be eligible to participate in benefit plans available to employees of the Company which include Medical/Rx, Dental, Vision, Life and Disability benefits and effective on the first day of the month following our

start date. During your first week of employment, a Human Resources Representative will contact you to assist you with the enrollment process. You will also be eligible to participate in the 401(k) plan on the first of the month, following the completion of 30 days of continuous employment at Rouse Properties.   The Company reserves the right to change, modify or eliminate the current benefits in its sole discretion.

At-Will Employment

This offer letter does not constitute, and may not be construed as, a commitment to employment for any specific duration. Your employment with the Company will be at-will, which means that you may leave the Company or the Company may require that you leave its employ, at any time and for any reason. The at-will status of your employment may not be altered in any way by any oral or written statement made by any employee of the Company, except for an express written agreement to such effect signed by you and an authorized representative of the Company.

Employment Eligibility Verification

In accordance with federal immigration law, you will need to provide your authorization to work in the United States when you start. Please be prepared to produce documents to prove your identity and employment eligibility in the United States. For a list of acceptable documents, refer to the I-9 Form enclosed.

Code of Business Conduct and Ethics

It has always been our policy that all our activities should be conducted with the highest standards of honesty and integrity and in compliance with all legal and regulatory requirements. As such, you will agree to adhere to our Code of Business Conduct and Ethics and our Rouse Company Policies You will be required to sign an annual statement of compliance.

Employee Representations

You represent and warrant to the Company that: (i) the acceptance of this offer of employment by you will not violate any employment agreement, non-compete agreement, non-solicitation agreement or confidentiality agreement to which you are a party or by which you are bound, (ii) you have not taken any documentation, property or confidential materials of any kind from any prior company with whom you have been associated without permission, (iii) you will devote your entire professional time and attention to this role and you will not engage in any other business or paid employment without prior written consent from the Company and (iv) you have received, read and agree to comply with the Code of Business Conduct and Ethics and our Insider Trading Policy and agree to follow all standard policies.

Confidentiality

In your position, you will have access to and be dealing with confidential information with respect to public companies. All securities transactions must be reported on insider reports if applicable. You agree to treat as confidential and shall not, directly or indirectly disclose to any person, firm, association or corporation or use for your own benefit or gain any confidential or privileged information relating to the business of the Company or its subsidiaries or affiliates, whether during the period of your employment with the Company or thereafter, provided that your disclosure of confidential or privileged information in the course of fulfilling your duties to the Company or its affiliates as prescribed by this offer of employment shall not be considered to be a breach of the foregoing provision and provided further that the forgoing provision is subject to any disclosure required by law (provided that you provide the Company with advance written notice of such requirement (to the extent permitted by law) and reasonably co-operate with the Company should it seek to limit such disclosure). Breach of confidentiality is a serious matter and could result in termination for cause. Upon cessation of employment for any reason, you agree to return all Corporate property, both in electronic and paper form and including all client records, product information, business plans etc., and you agree not to retain any copies.

John, I am pleased that you are considering joining and hope that you find the opportunity exciting and challenging. If there are any questions or problems, please feel free to call me to discuss them at any time. If you are in agreement with the terms and conditions of this offer, I would appreciate you signing the enclosed copy of this letter thereby indicating your acceptance of employment. This employment offer is made contingent upon your successful completion of the pre-employment background check, reference check, and drug test, and provision of all necessary documents.

Yours truly,

/s/ Andrew Silberfein

Andrew Silberfein

I understand and am in agreement with the above terms and conditions of my prospective employment including the employee representations. In addition, I consent to references and a background check. I acknowledge that this letter embodies our entire employment arrangement. My acceptance of this offer is made voluntarily and after careful consideration.

Dated this _25th___ day of September, 2012

/s/ John A.  Wain

John A.  Wain

EX-99.1

Exhibit 99.1

Rouse Properties Appoints  John A. Wain Chief Financial Officer

– Promotes Timothy Salvemini To Chief Accounting Officer –

NEW  YORK, Sept. 25, 2012  -- Rouse Properties, Inc.  (NYSE: RSE) today announced that John A. Wain has been named Chief Financial Officer and that Timothy Salvemini has been promoted to Chief Accounting Officer.

Mr. Wain was formerly a Managing Director and the Head of Real Estate Americas at Credit Agricole Corporate and Investment Bank (formerly Calyon Corporate & Investment Bank).  In this capacity, he had  responsibility for overseeing Credit Agricole’s US real estate lending business.  Over the course of his 24 year career, Mr. Wain has focused extensively on structuring and negotiating secured and unsecured corporate real estate facilities and property level loans for public REITs, owners and developers, as well as corporate bonds, interest rate derivatives and equity transactions.  Mr. Wain holds a Bachelor of Science degree in Business Administration, Real Estate and Urban Economic Studies from the University of Connecticut.  Mr. Wain is expected to assume his role effective October 9, 2012.

Mr. Salvemini previously served as the Director of Finance and Accounting at Brookfield Investment Management, Inc. from July 2010 until joining the Company in January 2012.  From August 2006 until July 2010 he served as Director of Finance and Accounting at Crystal River Capital, Inc., a publicly traded REIT.  Prior to that position, Mr. Salvemini was a Senior Audit Manager at a public accounting firm.

"John's long-term experience and proven track record in capital markets and real estate finance bring an important combination of skills, relationships and leadership to Rouse.  Tim’s skills will complement John’s strengths, further solidifying our management team as we continue to execute on our strategy as one of the nation’s leading operators in the middle-market enclosed mall sector,” said Andrew Silberfein, president and chief executive officer of Rouse Properties.

At the time of Rouse’s spin-off from General Growth Properties, the Company entered into a services agreement with Brookfield Asset Management under which Brookfield employees Mr. Rael Diamond and Mr. Salvemini were to serve  as the Company’s Chief Financial Officer and VP Finance, respectively, for up to 12 months.

Mr. Silberfein added, "We appreciate all of Rael’s contributions and hard work for the Company, especially during Rouse’s initial formation and first few quarters as a public company and understand his desire for his family to return to Canada and thank him for his efforts."

Mr. Diamond will be assisting Mr. Wain to provide for a seamless transition.

About Rouse Properties, Inc.

Rouse Properties is a publicly traded real estate investment trust headquartered in New York City and founded on a legacy of innovation and creativity. Among the country's largest publicly traded regional mall owners, the Company's geographically diverse portfolio spans the United States from coast to coast, and includes 31 malls in 19 states encompassing approximately 22 million square feet of space. For more information, visit rouseproperties.com.

Contact:

Investor Relations, 212-608-5108

IR@rouseproperties.com