Edgar Filing: General Growth Properties, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BPY Canada Subholdings 2 ULC

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)
Dir. by deputization (Remarks)

(Last)

(First)

(Middle)

181 BAY STREET, BROOKFIELD PLACE SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2016

(Street)

TORONTO, Z4 M5J2T3

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	07/14/2016		J		11,819,690	D	⁽¹⁾	0	I	see footnote ⁽²⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/14/2016		J		309,013	D	⁽¹⁾	0	I	see footnote ⁽³⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/14/2016		J		3,909,249	D	⁽¹⁾	0	I	see footnote ⁽⁴⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/14/2016		J		70,975	D	⁽¹⁾	0	I	see footnote ⁽⁵⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/14/2016		J		1,344,835	D	⁽¹⁾	0	I	see footnote ⁽⁶⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/14/2016		J		1,351,700	D	⁽¹⁾	0	I	see footnote ⁽⁷⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/14/2016		J		79,094,965	D	⁽¹⁾	0	I	see footnote ⁽⁸⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/14/2016		J		374,591	D	⁽¹⁾	0	I	see footnote ⁽¹⁰⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/14/2016		J		2,531,759	D	⁽¹⁾	0	I	see footnote ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/14/2016		J		8,670,667	D	⁽¹⁾	0	I	see footnote ⁽¹³⁾ ⁽²⁰⁾
Common Stock, par value $0.01 per share	07/14/2016		J		61,444,210	D	⁽¹⁾	0	I	see footnote ⁽¹⁴⁾ ⁽²⁰⁾
Common Stock, par value $0.01 per share	07/14/2016		J		8,670,667	D	⁽¹⁾	0	I	see footnote ⁽¹⁵⁾ ⁽²⁰⁾
Common Stock, par value $0.01 per share	07/14/2016		J		37,191,170	D	⁽¹⁾	0	I	see footnote ⁽¹⁶⁾ ⁽²⁰⁾
Common Stock, par value $0.01 per share	07/14/2016		J		53,000,412	D	⁽¹⁾	0	I	see footnote ⁽¹⁷⁾ ⁽²⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

8,323,091

11/09/2010

11/09/2017

Common Stock

10,098,406

⁽¹⁾

see footnote ⁽²⁾ ⁽¹²⁾

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

73,652

11/09/2010

11/09/2017

Common Stock

89,361

⁽¹⁾

see footnote ⁽³⁾ ⁽¹²⁾

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

1,139,373

11/09/2010

11/09/2017

Common Stock

1,382,401

⁽¹⁾

see footnote ⁽⁴⁾ ⁽¹²⁾

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

16,996

11/09/2010

11/09/2017

Common Stock

20,621

⁽¹⁾

see footnote ⁽⁵⁾ ⁽¹²⁾

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

387,205

11/09/2010

11/09/2017

Common Stock

469,795

⁽¹⁾

see footnote ⁽⁶⁾ ⁽¹²⁾

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

387,205

11/09/2010

11/09/2017

Common Stock

469,795

⁽¹⁾

see footnote ⁽⁷⁾ ⁽¹²⁾

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

18,714,651

11/09/2010

11/09/2017

Common Stock

22,706,486

⁽¹⁾

see footnote ⁽⁹⁾ ⁽¹²⁾

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

88,444

11/09/2010

11/09/2017

Common Stock

107,309

⁽¹⁾

see footnote ⁽¹⁰⁾ ⁽²⁰⁾

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

597,766

11/09/2010

11/09/2017

Common Stock

725,269

⁽¹⁾

see footnote ⁽¹¹⁾ ⁽²⁰⁾

Warrants to acquire Common Stock

⁽²¹⁾

07/14/2016

22,222,290

11/09/2010

11/09/2017

Common Stock

26,962,304

⁽¹⁾

see footnote ⁽¹⁸⁾ ⁽²⁰⁾

Warrants to acquire Common Stock

⁽²²⁾

07/14/2016

16,428,571

11/09/2010

11/09/2017

Common Stock

19,932,785

⁽¹⁾

see footnote ⁽¹⁹⁾ ⁽²⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BPY Canada Subholdings 2 ULC 181 BAY STREET BROOKFIELD PLACE SUITE 300 TORONTO, Z4 M5J2T3	X	X		Dir. by deputization (Remarks)
BPY Canada Subholdings 3 ULC 181 BAY STREET BROOKFIELD PLACE SUITE 300 TORONTO, Z4 M5J2T3	X	X		Director by deputization
BPY Canada Subholdings 4 ULC 181 BAY STREET BROOKFIELD PLACE SUITE 300 TORONTO, Z4 M5J2T3	X	X		Director by deputization

Signatures

/s/ BPY Canada Subholdings 2 ULC, Allen Yi, Assistant Secretary		07/18/2016
^**Signature of Reporting Person		Date
/s/ BPY Canada Subholdings 3 ULC, Allen Yi, Assistant Secretary		07/18/2016
^**Signature of Reporting Person		Date
/s/ BPY Canada Subholdings 4 ULC, Allen Yi, Assistant Secretary		07/18/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The transactions reported herein occurred in connection with certain internal restructuring transactions. Common Stock and Warrants transferred in connection with the transactions were transferred at fair market value.
(2)	Common Stock and Warrants held directly by Brookfield Retail Holdings II Sub II LLC, a Delaware limited liability company ("BRH II Sub").
(3)	Common Stock and Warrants held directly by Brookfield Retail Holdings III Sub III LLC, a Delaware limited liability company ("BRH III Sub").
(4)	Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company ("BRH IV-A Sub").
(5)	Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company ("BRH IV-B Sub") and held in title by Brookfield US Retail Holdings LLC.
(6)	Common Stock and Warrants held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company ("BRH IV-C Sub").
(7)	Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company ("BRH IV-D Sub").
(8)	Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company ("BRH VII").
(9)	Warrants held directly by Brookfield Retail Holdings Warrants LLC ("BRH Warrants"), a Delaware limited liability company ("BRHW").
(10)	Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund B LP, a Delaware limited partnership ("Fund B").
(11)	Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund D LP, a Delaware limited partnership ("Fund D" and, together with BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub and BRH VII, BRHW and Fund B, the "Investment Vehicles").
(12)	Each of the Reporting Persons, as an indirect parent of each Investment Vehicle, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by each Investment Vehicle. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.
(13)	Common Stock held directly by BPY Retail II LLC, a Delaware limited liability company ("BPY II"), a Delaware limited liability company.
(14)	Common Stock held directly by BPY Retail IV LLC, a Delaware limited liability company ("BPY IV"), a Delaware limited liability company.
(15)	Common Stock held directly by BPY Retail V LLC, a Delaware limited liability company ("BPY V"), a Delaware limited liability company.
(16)	Common Stock held directly by BPY Retail VI LLC, a Delaware limited liability company ("BPY VI"), a Delaware limited liability company.
(17)	Common Stock held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company ("GGP Subco"), a Delaware limited liability company.
(18)	Warrants held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company ("BPY Holdings I"), a Delaware limited liability company.
(19)	Warrants held directly by BW Purchaser, LLC, a Delaware limited liability company ("BWP"), a Delaware limited liability company.
(20)	Each of the Reporting Persons, as an indirect parent of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP and may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by each of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP, except to the extent of any indirect pecuniary interest therein.
(21)	Each Warrant entitles the holder to purchase 1.2133 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer.
(22)	Each Warrant entitles the holder to purchase 1.2133 shares of Common Stock at an initial exercise price of $10.50 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer.
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 Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").

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