SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Brookfield Property Partners Ltd (Last) (First) (Middle) 73 FRONT STREET 5TH FLOOR (Street) HAMILTON D0 HM 12 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol General Growth Properties, Inc. [ GGP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***
	3. Date of Earliest Transaction (Month/Day/Year) 11/01/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year) 11/05/2013	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, Par Value $0.01 per share	11/01/2013		J		39,457,353	A	$20.39	39,457,353	I	See Footnote(1)(3)
Common Stock, Par Value $0.01 per share	11/01/2013		P		13,543,059	A	$20.39	13,543,059	I	See Footnote(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to acquire Common Stock	(4)	11/01/2013		J		22,222,290		11/09/2010	11/09/2017	Common Stock	25,400,077	$14.76	22,222,290	I	See Footnote(1)(3)

1. Name and Address of Reporting Person* Brookfield Property Partners Ltd (Last) (First) (Middle) 73 FRONT STREET 5TH FLOOR (Street) HAMILTON D0 HM 12 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

1. Name and Address of Reporting Person* Brookfield Property Partners L.P. (Last) (First) (Middle) 73 FRONT STREET 5TH FLOOR (Street) HAMILTON D0 HM 12 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

1. Name and Address of Reporting Person* Brookfield Property LP (Last) (First) (Middle) 73 FRONT STREET 5TH FLOOR (Street) HAMILTON D0 HM 12 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

1. Name and Address of Reporting Person* Brookfield BPY Holdings (US) Inc. (Last) (First) (Middle) 181 BAY STREET SUITE 300 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

1. Name and Address of Reporting Person* CanHoldco 1 ULC (Last) (First) (Middle) 181 BAY STREET SUITE 300 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

1. Name and Address of Reporting Person* CanHoldco 3 ULC (Last) (First) (Middle) 181 BAY STREET SUITE 300 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

1. Name and Address of Reporting Person* CanHoldco 4 ULC (Last) (First) (Middle) 181 BAY STREET SUITE 300 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

1. Name and Address of Reporting Person* CanHoldco 2 ULC (Last) (First) (Middle) 181 BAY STREET SUITE 300 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

1. Name and Address of Reporting Person* Brookfield BPY Retail Holdings I LLC (Last) (First) (Middle) 4 BROOKFIELD PLACE 250 VESEY STREET (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization ***

Explanation of Responses:

1. See Exhibit 99.1; Note 1.

2. See Exhibit 99.1; Note 2.

3. See Exhibit 99.1; Note 3.

4. See Exhibit 99.1; Note 4.

Remarks:

*** 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 Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information and Signature

	/s/ Jane Sheere, Secretary	12/02/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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