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^*

BPG Holdings Group Inc.

(Last)

(First)

(Middle)

181 BAY STREET, SUITE 300

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2014

3. Issuer Name and Ticker or Trading Symbol
General Growth Properties, Inc. [ GGP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Dir. by deputization (Remarks)

5. 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 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	11,819,690	I	see footnotes⁽¹⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	309,013	I	see footnotes⁽²⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	3,909,249	I	see footnotes⁽³⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	70,975	I	see footnotes⁽⁴⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	1,344,835	I	see footnotes⁽⁵⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	1,351,700	I	see footnotes⁽⁶⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	79,094,965	I	see footnotes⁽⁷⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	374,591	I	see footnotes⁽⁹⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	2,531,759	I	see footnotes⁽¹⁰⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	8,670,667	I	see footnotes⁽¹²⁾⁽¹⁹⁾
Common Stock, par value $0.01 per share	61,444,210	I	see footnotes⁽¹³⁾⁽¹⁹⁾
Common Stock, par value $0.01 per share	8,670,667	I	see footnotes⁽¹⁴⁾⁽¹⁹⁾
Common Stock, par value $0.01 per share	37,191,170	I	see footnotes⁽¹⁵⁾⁽¹⁹⁾
Common Stock, par value $0.01 per share	53,000,412	I	see footnotes⁽¹⁶⁾⁽¹⁹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	10,229,909	⁽²⁰⁾	I	see footnotes⁽¹⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	90,526	⁽²⁰⁾	I	see footnotes⁽²⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	1,400,403	⁽²⁰⁾	I	see footnotes⁽³⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	20,889	⁽²⁰⁾	I	see footnotes⁽⁴⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	475,913	⁽²⁰⁾	I	see footnotes⁽⁵⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	475,913	⁽²⁰⁾	I	see footnotes⁽⁶⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	23,002,177	⁽²⁰⁾	I	see footnotes⁽⁸⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	108,706	⁽²⁰⁾	I	see footnotes⁽⁹⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	734,714	⁽²⁰⁾	I	see footnotes⁽¹⁰⁾⁽¹¹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	27,313,416	⁽²⁰⁾	I	see footnotes⁽¹⁷⁾⁽¹⁹⁾
Warrants to acquire Common Stock	11/09/2010	11/09/2017	Common Stock	20,192,356	⁽²¹⁾	I	see footnotes⁽¹⁸⁾⁽¹⁹⁾

1. Name and Address of Reporting Person^*

BPG Holdings Group Inc.

(Last)

(First)

(Middle)

181 BAY STREET, SUITE 300

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Dir. by deputization (Remarks)

1. Name and Address of Reporting Person^*

BPG Holdings Group (US) Holdings Inc.

(Last)

(First)

(Middle)

181 BAY STREET, SUITE 300

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Dir. by deputization (Remarks)

Explanation of Responses:

1. Common Stock and Warrants held directly by Brookfield Retail Holdings II Sub II LLC, a Delaware limited liability company ("BRH II Sub").

2. Common Stock and Warrants held directly by Brookfield Retail Holdings III Sub II LLC, a Delaware limited liability company ("BRH III Sub").

3. Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company ("BRH IV-A Sub").

4. Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company ("BRH IV-B Sub").

5. Common Stock and Warrants held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company ("BRH IV-C Sub").

6. Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company ("BRH IV-D Sub").

7. Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company ("BRH VII").

8. Warrants held directly by Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company ("BRHW").

9. Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund B LP, a Delaware limited partnership ("Fund B").

10. Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund D, LP, a Delaware limited partnership ("Fund D" and, together with BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BRH VII, BRHW and Fund B, the "Investment Vehicles").

11. Each of the Reporting Persons, as an indirect parent of each Investment Vehicle, 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. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein. Each of the Reporting Persons 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.

12. Common Stock held directly by BPY Retail II LLC, a Delaware limited liability company ("BPY II").

13. Common Stock held directly by BPY Retail IV LLC, a Delaware limited liability company ("BPY IV").

14. Common Stock held directly by BPY Retail V LLC, a Delaware limited liability company ("BPY V").

15. Common Stock held directly by BPY Retail VI LLC, a Delaware limited liability company ("BPY VI").

16. Common Stock held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company ("GGP Subco").

17. Warrants held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company ("BPY Holdings I").

18. Warrants held directly by BW Purchaser, LLC, a Delaware limited liability company ("BWP").

19. Each of the Reporting Persons, as an indirect parent of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by each of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock and Warrants held by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP, except to the extent of any indirect pecuniary interest therein.

20. Each Warrant entitles the holder to purchase 1.2291 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the Amended and Restated Warrant Agreement, effective as of October 28, 2013 (the "Warrant Agreement"), between American Stock Transfer & Trust Company, LLC, as warrant agent, and the Issuer.

21. Each Warrant entitles the holder to purchase 1.2291 shares of Common Stock at an initial exercise price of $10.50 per share, subject to adjustments as provided in the Warrant Agreement.

Remarks:

Brian Kingston, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of BAM and certain of its affiliates, including the Reporting Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").

	BPG HOLDINGS GROUP INC. By: /s/ Sujoy Gupta, Vice President	08/22/2016
	BPG HOLDINGS GROUP (US) HOLDINGS INC. By: /s/ Sujoy Gupta, Vice President	08/22/2016
	** 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).
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