SEC FORM 3 SEC Form 3
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*
Johnstone Douglas

(Last) (First) (Middle)
ONE GALLERIA TOWER
13355 NOEL ROAD, 22ND FLOOR

(Street)
DALLAS TX 75240

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2020
3. Issuer Name and Ticker or Trading Symbol
Howard Hughes Corp [ HHC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Regional President, Hawaii
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Common stock, par value $0.01 per share 4,316(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. Represents restricted stock granted to employees pursuant to The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan. 2,424 shares of the restricted stock are performance-based and vest upon the achievement of certain shareholder return thresholds. 1,892 share of the restricted are subject to time-based vesting.
Timothy F. Hubach, Attorney-in-fact for Douglas Johnstone 03/09/2020
** 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.
                               POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints each of Peter F. Riley and
Timothy   F.   Hubach   signing   singly,  the  undersigned's  true  and  lawful
attorney-in-fact to:

               (1)  execute  for  and  on  behalf  of  the  undersigned,  in the
      undersigned's  capacity as an officer and/or director of The Howard Hughes
      Corporation  (the  "Company"), Forms 3, 4 and 5 in accordance with Section
      16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

               (2)  do  and  perform  any  and all acts for and on behalf of the
      undersigned  which  may  be necessary or desirable to complete and execute
      any  such Form 3, 4 or 5, complete and execute any amendment or amendments
      thereto,  and  timely file such form with the United States Securities and
      Exchange Commission and any stock exchange or similar authority; and

               (3)  take  any  other action of any type whatsoever in connection
      with  the foregoing which, in the opinion of such attorney-in-fact, may be
      of  benefit  to,  in  the  best  interest  of, or legally required by, the
      undersigned,  it  being  understood  that  the  documents executed by such
      attorney-in-fact  on  behalf  of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as   such   attorney-in-fact   may   approve  in  such  attorney-in-fact's
      discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to  do  and perform any and every act and thing whatsoever requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute  or substitutes, shall lawfully do or cause to be
done  by  virtue  of  this  Power  of  Attorney and the rights and powers herein
granted.  The  undersigned acknowledges that the foregoing attorneys-in-fact, in
serving  in  such  capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

      The  execution  by  the  undersigned  of  this  Power  of  Attorney hereby
expressly  revokes  and  terminates any powers of attorney previously granted by
the  undersigned  relating to Forms 3, 4 and 5 with respect to the undersigned's
holdings  of and transactions in securities issued by the Company. This Power of
Attorney  shall  remain  in  full  force  and effect until the undersigned is no
longer  required  to  file  Forms  3,  4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked  by  the  undersigned  in  a  signed  writing delivered to the foregoing
attorneys-in-fact.

      IN  WITNESS  WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of March 5, 2020.

                                                /s/ Doug Johnstone
                                                --------------------------------
                                                DOUG JOHNSTONE