Page 5 of 8 – SEC Filing
Item 1. Security and Issuer
This amendment No. 5 to Schedule 13D relates to the Schedule 13D filed on November 19, 2010, as amended prior to the date of this
amendment (as so amended, the Original Schedule 13D), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square), (ii) PS Management GP, LLC, a Delaware limited
liability company (PS Management), and (iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the Reporting Persons), relating to the shares of
common stock, par value $0.01 per share (the Common Shares), of The Howard Hughes Corporation, a Delaware corporation (the Issuer). Capitalized terms used but not defined in this amendment shall have the
meanings set forth in the Original Schedule 13D.
This amendment No. 5 to Schedule 13D is being filed as a result of the cashless
exercise and net settlement of the Warrants, the extension of the Swaps and ordinary course rebalancing transactions among the Pershing Square Funds. The terms of the Warrants permitted only cashless exercise and net settlement, and if not exercised
the Warrants were scheduled to expire on November 9, 2017. Except for the reduction in beneficial ownership of Common Shares resulting from the cashless exercise and net settlement of the Warrants, there were no changes in the aggregate number
of Subject Shares that the Pershing Square Funds beneficially own (or in their aggregate notional economic exposure to Common Shares under Swaps) as a result of such transactions.
Item 5. Interest in Securities of the Issuer
Items 5 (a) and (b) of the Original Schedule 13D are hereby amended and supplemented by adding the following information:
(a), (b) As of July 5, 2017, the Reporting Persons beneficially own 4,704,534 Common Shares (the Subject Shares),
representing approximately 10.9% of the outstanding Common Shares. As of that same date, the Pershing Square Funds have economic exposure to approximately 5,399,839 notional Common Shares under the Swaps, bringing their total aggregate economic
exposure to 10,104,373 Common Shares (approximately 23.5% of the outstanding Common Shares). The percentage calculations in this paragraph are based on 40,321,379 Common Shares outstanding as of April 28, 2017, as reported in the
Issuers Form 10-Q for the quarter ended March 31, 2017, plus 1,614,803 Common Shares issued as described in the Issuers Form 8-K filed on June 20, 2017, plus 1,136,517 Common Shares issued on cashless exercise and net
settlement of the Warrants as described in Item 6 below.
Item 5(c) of the Original Schedule 13D is hereby amended and
supplemented by adding the following information:
(c) Exhibit 99.12, which is incorporated by reference into this Item 5(c) as if
restated in full herein, describes all of the transactions in Common Shares, Warrants and Swaps that were effected during the past sixty days by the Reporting Persons for the benefit of the Pershing Square Funds.
