| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Howard Hughes Corp [ HHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/09/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/09/2010 | A | 789,145 | A | $47.619 | 789,145 | I | see footnote(1)(9)(10) | ||
| Common Stock, Par Value $0.01 per share | 11/09/2010 | A | 541,513 | A | $47.619 | 541,513 | I | see footnote(2)(9)(10) | ||
| Common Stock, Par Value $0.01 per share | 11/09/2010 | A | 621,147 | A | $47.619 | 621,147 | I | see footnote(3)(9)(10) | ||
| Common Stock, Par Value $0.01 per share | 11/09/2010 | A | 71,816 | A | $47.619 | 71,816 | I | see footnote(4)(9)(10) | ||
| Common Stock, Par Value $0.01 per share | 11/09/2010 | A | 143,342 | A | $47.619 | 143,342 | I | see footnote(5)(9)(10) | ||
| Common Stock, Par Value $0.01 per share | 11/09/2010 | A | 48,023 | A | $47.619 | 48,023 | I | see footnote(6)(9)(10) | ||
| Common Stock, Par Value $0.01 per share | 11/09/2010 | A | 48,023 | A | $47.619 | 48,023 | I | see footnote(7)(9)(10) | ||
| Common Stock, Par Value $0.01 per share | 11/09/2010 | A | 161,609 | A | $47.619 | 161,609 | I | see footnote(8)(9) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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(11) | $50 | 11/09/2010 | A | 1,247,643 | 11/09/2010 | 11/09/2017 | Common Stock | 1,247,643 | (11) | 1,247,643 | I | see footnote(1)(9)(10) | |||
| Warrants to acquire Common Stock(11) | $50 | 11/09/2010 | A | 856,134 | 11/09/2010 | 11/09/2017 | Common Stock | 856,134 | (11) | 856,134 | I | see footnote(2)(9)(10) | |||
| Warrants to acquire Common Stock(11) | $50 | 11/09/2010 | A | 982,036 | 11/09/2010 | 11/09/2017 | Common Stock | 982,036 | (11) | 982,036 | I | see footnote(3)(9)(10) | |||
| Warrants to acquire Common Stock(11) | $50 | 11/09/2010 | A | 113,541 | 11/09/2010 | 11/09/2017 | Common Stock | 113,541 | (11) | 113,541 | I | see footnote(4)(9)(10) | |||
| Warrants to acquire Common Stock(11) | $50 | 11/09/2010 | A | 226,625 | 11/09/2010 | 11/09/2017 | Common Stock | 226,625 | (11) | 226,625 | I | see footnote(5)(9)(10) | |||
| Warrants to acquire Common Stock(11) | $50 | 11/09/2010 | A | 75,924 | 11/09/2010 | 11/09/2017 | Common Stock | 75,924 | (11) | 75,924 | I | see footnote(6)(9)(10) | |||
| Warrants to acquire Common Stock(11) | $50 | 11/09/2010 | A | 75,924 | 11/09/2010 | 11/09/2017 | Common Stock | 75,924 | (11) | 75,924 | I | see footnote(7)(9)(10) | |||
| Warrants to acquire Common Stock(11) | $50 | 11/09/2010 | A | 255,506 | 11/09/2010 | 11/09/2017 | Common Stock | 255,506 | (11) | 255,506 | I | see footnote(8)(9) | |||
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: |
| 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. |
| 5. See Exhibit 99.1; Note 5. |
| 6. See Exhibit 99.1; Note 6. |
| 7. See Exhibit 99.1; Note 7. |
| 8. See Exhibit 99.1; Note 8. |
| 9. See Exhibit 99.1; Note 9. |
| 10. See Exhibit 99.1; Note 10. |
| 11. See Exhibit 99.1; Note 11. |
| Remarks: |
| *** 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, Brookfield Private Funds Holdings Inc., a corporation formed under the laws of the Province of Ontario, Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP, a limited partnership formed under the laws of the Province of Manitoba, 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"). Each of BAM, BUSH, BUSC, BRGP and BRS (each, a "Reporting Person") is a "director by designation" 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 Exhibit 99.3 - Joint Filers' Signatures |
| /s/ Joe Freedman, Senior Managing Partner and Counsel of Brookfield Asset Management Inc. | 11/12/2010 | |
| ** 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 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). | ||
| 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)
Common Stock and Warrants held directly by Brookfield Retail Holdings
LLC.
(2)
Common Stock and Warrants held directly by Brookfield Retail Holdings II LLC, a
Delaware limited liability company (“BRH II”).
(3)
Common Stock and Warrants held directly by Brookfield Retail Holdings III LLC, a
Delaware limited liability company (“BRH III”).
(4)
Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A LLC,
a Delaware limited liability company (“BRH IV-A”).
(5)
Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B
LLC, a Delaware limited liability company (“BRH IV-B”), and held in title by
Brookfield US Retail Holdings LLC (“BUSRH”).
(6)
Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-C
LLC, a Delaware limited liability company (“BRH IV-C”), and held in title by
BUSRH.
(7)
Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D LLC,
a Delaware limited liability company (“BRH IV-D”).
(8)
Common Stock and Warrants held directly by Brookfield Retail Holdings V LP, a
Delaware limited partnership (“BRH V” and, together with BRH, BRH II, BRH III,
BRH IV-A, BRH IV-B, BRH IV-C and BRH IV-D , the “Investment
Vehicles.”).
(9) BAM,
as sole shareholder of Brookfield (US) Investments Ltd., a Bermuda limited
company (“BIL”), which holds a Class B interest in each Investment Vehicle, may
be deemed to have an indirect pecuniary interest in an indeterminate portion of
the shares of Common Stock and Warrants 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. BAM disclaims beneficial ownership of all shares of Common
Stock and Warrants that are directly beneficially owned by the Investment
Vehicles, except to the extent of any indirect pecuniary interest
therein.
(10) BRS,
as the holder of Class A interests in each Investment Vehicle (other than BRH
V), 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 (other than BRH V). Each of (i)
BRGP, as the general partner of BRS, (ii) BUSC, as the sole shareholder of BRGP,
(iii) BUSH, as the sole shareholder of BUSC, and (iv) BAM, as the sole
shareholder of BUSH, 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 (other than BRH V). 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
Reporting Person 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.
(11) Each
Warrant entitles the holder to purchase one share of Common Stock at an initial
exercise price of $50.00 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. The Warrants were
acquired for no additional consideration pursuant to the terms of the Amended
and Restated Cornerstone Investment Agreement, effective as of March 31, 2010,
by and between General Growth Properties, Inc. and Brookfield Retail Holdings
LLC (formerly known as REP Investments LLC).
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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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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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2.
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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3.
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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4.
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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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
Brookfield
Retail Split LP
By:
Brookfield REP GP Inc., its general partner
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By:
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/s/
Karen Ayre
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Date:
November 12, 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:
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/s/
Aleks Novakovic
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Date:
November 12, 2010
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Name: Aleks
Novakovic
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Title: Vice
President
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Brookfield
US Corporation
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By:
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/s/
Karen Ayre
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Date:
November 12, 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:
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/s/
Karen Ayre
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Date:
November 12, 2010
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Name: Karen
Ayre
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Title: Vice
President
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