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*
Striph David Michael

(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)
05/14/2020
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)
EVP, Operations & IR
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 7,637(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. 3,033 shares of the restricted stock are performance based and vest upon the achievement of certain shareholder return thresholds. 4,604 shares of the restricted stock are subject to time-based vesting.
Timothy F. Hubach, Attorney-in-fact for David Striph 05/26/2020
** 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.
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                               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 May 26, 2020.

                                          /s/ David Striph
                                          ---------------------------
                                          David Striph