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^*

CHUPAILA JARED

(Last)

(First)

(Middle)

C/O GGP INC.

110 NORTH WACKER DRIVE

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2017

3. Issuer Name and Ticker or Trading Symbol
GGP Inc. [ GGP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Leasing

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	17,390⁽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)
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)
Stock Options (Right to Buy)	⁽²⁾	01/07/2023	Common Stock	20,366	$19.05	D
Stock Options (Right to Buy)	⁽³⁾	08/15/2023	Common Stock	50,517	$20.01	D
Stock Options (Right to Buy)	⁽⁴⁾	11/12/2023	Common Stock	50,594	$20.4	D
LTIP Units⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	13,413	$0	D
LTIP Units⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁷⁾	Common Stock	4,525	$0	D
LTIP Units⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	20,181	⁽⁸⁾⁽⁹⁾	D
LTIP Units⁽⁸⁾⁽¹⁰⁾	⁽⁸⁾⁽¹⁰⁾	⁽⁸⁾⁽¹⁰⁾	Commonn Stock	76,563	⁽⁸⁾⁽¹⁰⁾	D

Explanation of Responses:

1. Includes 14,289 shares of unvested Restricted Stock.

2. Options were granted on January 7, 2013 and vest 20% a year starting on January 7, 2014.

3. Options were granted on August 15, 2013 and vest 25% a year starting on August 15, 2014.

4. Options were granted on November 12, 2013 and vest 25% a year starting on November 12, 2014.

5. The reporting person received a grant of restricted limited partnership interests ("Limited FV LTIP Units") in GGP Operating Partnership, LP (the "Operating Partnership"), an operating partnership of GGP Inc. (the "Company"), pursuant to the Company's 2010 Equity Incentive Plan. Limited FV LTIP Units are a class of units of the Operating Partnership that, conditioned upon minimum allocations to the capital accounts of the Limited FV LTIP Units for federal income tax purposes, are convertible by the holder into an equivalent number of common units of the Operating Partnership ("OP Units"), which are redeemable by the holder for common shares of the Company on an approximately one-for-one basis or the cash value of such shares, at the Company's option. Allocations to the capital accounts of Limited FV LTIP Units will be made only to the extent the book gains exceed prior book losses incurred since the issuance of such Limited FV LTIP Units.

6. The January 6, 2015 grant vests in 25% increments on each of January 6, 2016, January 6, 2017, January 6, 2018 and January 6, 2019. The rights to convert Limited FV LTIP Units into OP Units and redeem OP Units do not have expiration dates.

7. The January 6, 2017 grant vests in 25% increments on each of January 6, 2018, January 6, 2019, January 6, 2020 and January 6, 2021. The rights to convert Limited FV LTIP Units into OP Units and redeem OP Units do not have expiration dates.

8. The reporting person received a grant of restricted limited partnership interests ("AO LTIP Units") in the Operating Partnership, pursuant to the Company's 2010 Equity Incentive Plan. AO LTIP Units are a class of units of the Operating Partnership similar to option awards that, conditioned upon minimum allocations to the capital accounts of the AO LTIP Units for federal income tax purposes, are convertible by the holder into a number of OP Units determined by the increase in the value of a share of GGP common stock at the time of conversion over the value of a share of GGP common stock at the time of grant. The right to convert AO LTIP Units into OP Units has a maximum term of 10 years. The right to redeem OP Units does not have an expiration date. AO LTIP Units are generally entitled to distributions equivalent to approximately 10% of the dividends paid on GGP common stock.

9. The January 6, 2015 grant vests in 25% increments on each of January 6, 2016, January 6, 2017, January 6, 2018 and January 6, 2019.

10. The February 18, 2016 grant vests in 25% increments on each of February 18, 2017, February 18, 2018, February 18, 2019 and February 18, 2020.

	/s/ Stacie L. Herron, by power of attorney	07/05/2017
	** 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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