| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/09/2010 |
3. Issuer Name and Ticker or Trading Symbol
Howard Hughes Corp [ HHC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| Remarks: |
| (1) See Exhibit 99.1; Note 1. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures |
| No securities are beneficially owned. |
| /s/ Joe Freedman, Senior Managing Partner and Counsel of Brookfield Asset Management Inc. | 11/09/2010 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
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Designated
Filer:
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Brookfield
Asset Management Inc.
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Issuer
& Ticker Symbol:
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The
Howard Hughes Corporation (HHC)
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Date
of Event Requiring Statement:
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November
9, 2010
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Exhibit
99.1
Explanation
of Responses:
(1) On
November 9, 2010, David Arthur, a Managing Partner of Brookfield Asset
Management Inc., a corporation formed under the laws of the Province of Ontario
(“BAM”), was
appointed to the board of directors of the Issuer as a representative of each of
BAM, Trilon Bancorp Inc., a corporation formed under the laws of the Province of
Ontario (“Trilon”), Brookfield
Private Funds Holdings Inc., a corporation formed under the laws of the Province
of Ontario (“BPFH”), Brookfield
Asset Management Private Institutional Capital Adviser (Canada) LP, a limited
partnership formed under the laws of the Province of Manitoba (“BPIC”), Brookfield US
Holdings Inc., a corporation formed under the laws of the Province of Ontario
(“BUSH”),
Brookfield US Corporation, a Delaware corporation (“BUSC”), Brookfield
REP GP Inc., a Delaware
corporation (“BRGP”), Brookfield
Retail Split LP, a Delaware
limited partnership (“BRS”) and Brookfield
Retail Holdings LLC (formerly REP Investments LLC), a Delaware limited liability
company (“BRH”
and, together with BAM, Trilon, BPFH, BPIC, BUSH, BUSC, BRGP and BRS, the “Reporting
Persons”). Each of the Reporting Persons is a “director by
designation” solely for purposes of Section 16 of the Securities Exchange Act of
1934.
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Designated
Filer:
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Brookfield
Asset Management Inc.
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Issuer
& Ticker Symbol:
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The
Howard Hughes Corporation (HHC)
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Date
of Event Requiring Statement:
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November
9, 2010
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Exhibit
99.2 - Joint Filer Information
Joint
Filers:
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1.
Name:
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Trilon
Bancorp Inc.
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Address:
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181
Bay Street, P.O. Box 762, Toronto, Canada M5J 2T3
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2.
Name:
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Brookfield
Asset Management Private Institutional Capital Adviser (Canada)
LP
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Address:
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Three
World Financial Center, 200 Vesey Street, New York, New York
10281
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3.
Name:
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Brookfield
Private Funds Holdings Inc.
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Address:
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Three
World Financial Center, 200 Vesey Street, New York, New York
10281
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4.
Name:
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Brookfield
Retail Split LP
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Address:
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Three
World Financial Center, 200 Vesey Street, New York, New York
10281
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5.
Name:
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Brookfield
US Holdings Inc.
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Address:
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Three
World Financial Center, 200 Vesey Street, New York, New York
10281
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6.
Name:
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Brookfield
US Corporation
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Address:
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Three
World Financial Center, 200 Vesey Street, New York, New York
10281
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7.
Name:
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Brookfield
REP GP Inc.
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Address:
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Three
World Financial Center, 200 Vesey Street, New York, New York
10281
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8.
Name:
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Brookfield
Retail Holdings LLC
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Address:
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Three
World Financial Center, 200 Vesey Street, New York, New York
10281
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Designated
Filer:
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Brookfield
Asset Management Inc.
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Issuer
& Ticker Symbol:
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The
Howard Hughes Corporation (HHC)
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Date
of Event Requiring Statement:
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November
9, 2010
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Exhibit
99.3 - Joint Filers’ Signatures
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Trilon
Bancorp Inc.
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By: /s/ Joe
Freedman
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Date: November 9,
2010
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Name: Joe
Freedman
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Title:
Senior Managing Partner and Counsel
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Brookfield
Asset Management Private Institutional Capital Adviser (Canada)
LP
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By:
Brookfield Private Funds Holdings Inc., its general
partner
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By: /s/ Karen
Ayre
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Date: November 9,
2010
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Name: Karen
Ayre
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Title: Vice
President
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Brookfield
Private Funds Holdings Inc.
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By: /s/ Karen
Ayre
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Date: November 9,
2010
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Name: Karen
Ayre
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Title: Vice
President
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By: /s/ Moshe
Mandelbaum
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Name:
Moshe Mandelbaum
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Title: Vice
President
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Brookfield
Retail Split LP
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By:
Brookfield REP GP Inc., its general partner
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By: /s/ Karen
Ayre
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Date: November 9,
2010
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Name:
Karen Ayre
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Title: Vice
President
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Brookfield
US Holdings Inc.
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By: /s/ Aleks
Novakovic
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Date: November 9,
2010
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Name: Aleks
Novakovic
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Title:
Vice-President
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Designated
Filer:
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Brookfield
Asset Management Inc.
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Issuer
& Ticker Symbol:
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The
Howard Hughes Corporation (HHC)
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Date
of Event Requiring Statement:
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November
9, 2010
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Brookfield
US Corporation
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By: /s/ Karen
Ayre
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Date: November 9,
2010
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Name: Karen
Ayre
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Title: Vice
President
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Brookfield
REP GP Inc.
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By: /s/ Karen
Ayre
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Date: November 9,
2010
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Name: Karen
Ayre
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Title: Vice
President
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Brookfield
Retail Holdings LLC
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By:
Brookfield Asset Management Private Institutional
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Capital
Adviser (Canada), L.P., its Managing Member
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By:
Brookfield Private Funds Holdings Inc., its general
partner
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By: /s/ Karen
Ayre
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Date: November 9,
2010
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Name: Karen
Ayre
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Title:
Vice President
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By: /s/ Moshe
Mandelbaum
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Name: Moshe
Mandelbaum
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Title:
Vice President
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