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SEC FORM 4 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 Retail Split LP
(Last) (First) (Middle)
THREE WORLD FINANCIAL CENTER
200 VESEY STREET, 11TH FLOOR
(Street)
NEW YORK NY 10281
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Howard Hughes Corp [ HHC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2012
4. If Amendment, Date of 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
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 06/08/2012 J(1) 789,144 D $0 0 D
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
Warrant to acquire Common Stock $50 06/08/2012 J 1,247,641 11/09/2010 11/09/2017 Common Stock 1,247,641 (1) 0 D
1. Name and Address of Reporting Person*
Brookfield Retail Split LP
(Last) (First) (Middle)
THREE WORLD FINANCIAL CENTER
200 VESEY STREET, 11TH FLOOR
(Street)
NEW YORK NY 10281
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brookfield REP GP Inc.
(Last) (First) (Middle)
THREE WORLD FINANCIAL CENTER
200 VESEY STREET, 11TH FLOOR
(Street)
NEW YORK NY 10281
(City) (State) (Zip)
Explanation of Responses:
1. Brookfield Retail Split LP ("BR Split") distributed shares of Common Stock and Warrants (previously distributed to BR split by Brookfield Retail Holdings LLC) to the holder of preferred interests in BR Split. Brookfield REP GP Inc., as the general partner of BR Split, 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 BR Split.
Remarks:
Exhibit List: (1) Exhibit 99.1 - Joint Filer Information (2) Exhibit 99.2 - Joint Filer Signature
/s/ Karen Ayre, Vice President of Brookfield REP GP Inc., general partner of Brookfield Retail Split LP 06/12/2012
** 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.

 

Designated Filer:         Brookfield Retail Split LP
Issuer & Ticker Symbol Howard Hughes Corporation [HHC]
Date of Event Requiring Statement:  June 8, 2012

 

 

Joint Filers:  
   
1. Name: Brookfield REP GP Inc.
Address: Three World Financial Center, 200 Vesey Street, New York, NY 10281
   

 

Designated Filer:         Brookfield Retail Split LP
Issuer & Ticker Symbol Howard Hughes Corporation [HHC]
Date of Event Requiring Statement:  June 8, 2012

 

 

Exhibit 99.2 - Joint Filers’ Signatures

 

 

Brookfield REP GP Inc.

 

By: /s/ Karen Ayre   Date:   June 12, 2012
  Name:  Karen Ayre    
  Title:  Vice President