Filing Details

Accession Number:
0001144204-16-113600
Form Type:
13D Filing
Publication Date:
2016-07-19 17:25:28
Filed By:
Brookfield Asset Management Inc.
Company:
Brookfield Property Reit Inc. (NASDAQ:BPYU)
Filing Date:
2016-07-19
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Brookfield Asset Management Inc 0 389,202,506 0 389,202,506 389,202,506 40.0%
Partners Limited 0 389,202,506 0 389,202,506 389,202,506 40.0%
Brookfield Holdings Canada Inc 0 173,330,291 0 173,330,291 173,330,291 18.7%
Brookfield Asset Management Private Institutional Capital Adviser US 0 173,330,291 0 173,330,291 173,330,291 18.7%
Brookfield US Holdings Inc 0 173,330,291 0 173,330,291 173,330,291 18.7%
Brookfield US Corporation 0 173,330,291 0 173,330,291 173,330,291 18.7%
Brookfield Property Group 0 173,330,291 0 173,330,291 173,330,291 18.7%
Brookfield Retail Holdings VII 0 79,094,965 0 79,094,965 79,094,965 9.0%
Brookfield Retail Holdings II Sub II 0 21,918,096 0 21,918,096 21,918,096 2.5%
Brookfield Retail Holdings III Sub II 0 398,374 0 398,374 398,374 0.05%
Brookfield Retail Holdings IV-A Sub II 0 5,291,650 0 5,291,650 5,291,650 0.6%
Brookfield Retail Holdings IV-B Sub II 0 91,956 0 91,956 91,956 0.01%
Brookfield Retail Holdings IV-C Sub II 0 1,814,630 0 1,814,630 1,814,630 0.2%
Brookfield Retail Holdings IV-D Sub II 0 1,821,495 0 1,821,495 1,821,495 0.2%
BW Purchaser 0 19,932,785 0 19,932,785 19,932,785 2.2%
Brookfield Property Partners Limited 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield Property Partners 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield Property 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield BPY Holdings Inc 0 385,463,578 0 385,463,578 385,463,578 39.7%
BPY Canada Subholdings 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield Property Split Corp 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield BPY Retail Holdings I 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield BPY Retail Holdings II 0 251,932,326 0 251,932,326 251,932,326 26.8%
Brookfield BPY Retail Holdings III 0 70,114,877 0 70,114,877 70,114,877 7.9%
Brookfield Retail Holdings Warrants 0 22,706,486 0 22,706,486 22,706,486 2.5%
BPY Retail III 0 133,137,292 0 133,137,292 133,137,292 14.5%
BPY Retail IV 0 61,444,210 0 61,444,210 61,444,210 7.0%
Brookfield Office Properties Inc 0 385,463,578 0 385,463,578 385,463,578 39.7%
1706065 Alberta ULC 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield Holding Limited Liability Company 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield Properties, Inc 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield Properties Subco 0 385,463,578 0 385,463,578 385,463,578 39.7%
BOP (US) 0 385,463,578 0 385,463,578 385,463,578 39.7%
Brookfield BPY Retail Holdings II Subco 0 53,000,412 0 53,000,412 53,000,412 6.0%
New Brookfield BPY Retail Holdings II 0 178,999,129 0 178,999,129 178,999,129 19.5%
Filing
 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. 14)

 

 

 

General Growth Properties, Inc.

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

370023103

(CUSIP Number)

 

 

 

A.J. Silber

Brookfield Asset Management, Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Telephone: (416) 359-8598

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copy to:

 

Gregory B. Astrachan, Esq.

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

(212) 728−8000

 

 

 

July 14, 2016

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 370023103   Page    2     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Asset Management Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

389,202,506*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

389,202,506*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

389,202,506*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

40.0%*

14

TYPE OF REPORTING PERSON

 

CO

* See Item 5.

 

 

 

CUSIP No. 370023103   Page    3     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Partners Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

389,202,506*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

389,202,506*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

389,202,506*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

40.0%*

14

TYPE OF REPORTING PERSON

 

CO

* See Item 5.

 

 

 

CUSIP No. 370023103   Page    4     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Holdings Canada Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

173,330,291*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

173,330,291*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

173,330,291*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    5     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Asset Management Private Institutional Capital Adviser US, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

173,330,291*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

173,330,291*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

173,330,291*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.7%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    6     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield US Holdings Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

173,330,291*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

173,330,291*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

173,330,291*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    7     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield US Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

173,330,291*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

173,330,291*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

173,330,291*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    8     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Group LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

173,330,291*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

173,330,291*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

173,330,291*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.7%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    9     of    43     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings VII LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

79,094,965*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

79,094,965*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

79,094,965*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    10     of    43     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings II Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

21,918,096*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,918,096*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,918,096*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    11     of    43     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings III Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

398,374*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

398,374*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

398,374*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.05%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    12     of    43     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-A Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,291,650*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,291,650*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

5,291,650*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.6%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    13     of    43     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-B Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

91,956*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

91,956*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

91,956*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.01%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    14     of    43     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-C Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,814,630*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,814,630*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,814,630*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    15     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-D Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,821,495*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,821,495*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,821,495*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    16     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BW Purchaser, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

19,932,785*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,932,785*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,932,785*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.2%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    17     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Partners Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    18     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Partners LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    19     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    20     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Holdings Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    21     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 1 ULC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    22     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Split Corp.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    23     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings I LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    24     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

251,932,326*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

251,932,326*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

251,932,326*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

26.8%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    25     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings III LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

70,114,877*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

70,114,877*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

70,114,877*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    26     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Retail Holdings Warrants LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

22,706,486*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

22,706,486*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

22,706,486*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    27     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Retail III LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

133,137,292*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

133,137,292*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

133,137,292*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    28     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Retail IV LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

61,444,210*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

61,444,210*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

61,444,210*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    29     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Office Properties Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    30     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

1706065 Alberta ULC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    31     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Holding Limited Liability Company

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hungary

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    32     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Properties, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    33     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Properties Subco LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

[•]

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    34     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BOP (US) LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

385,463,578*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

385,463,578*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

385,463,578*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.7%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    35     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings II Subco LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

53,000,412*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

53,000,412*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

53,000,412*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

CUSIP No. 370023103   Page    36     of    43     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

New Brookfield BPY Retail Holdings II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

178,999,129*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

178,999,129*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

178,999,129*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.5%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 389,202,506 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 40.0% of the shares of Common Stock. See Item 5.

 

 

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 14”) amends the Schedule 13D filed on November 19, 2010 (the “Original Schedule 13D”) and amended on November 24, 2010 (“Amendment No. 1”), January 19, 2011 (“Amendment No. 2”), January 28, 2011 (“Amendment No. 3”), May 12, 2011 (“Amendment No. 4”), August 27, 2012 (“Amendment No. 5”), September 11, 2012 (“Amendment No. 6”), January 3, 2013 (“Amendment No. 7”), April 16, 2013 (“Amendment No. 8”), August 9, 2013 (“Amendment No. 9”), November 5, 2013 (“Amendment No. 10”), November 14, 2013 (“Amendment No. 11”), February 8, 2014 (“Amendment No. 12”) and February 6, 2015 (“Amendment No. 13”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13 and Amendment No. 14 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 14 relates to the common stock, par value $0.01 per share (“Common Stock”), of General Growth Properties, Inc., a Delaware corporation (the “Company”).

 

This Amendment No. 14 to Schedule 13D is being filed to update the beneficial ownership information in the Schedule 13D as a result of the Internal Restructuring Transactions (as defined in Item 4) including the removal of the persons identified in Item 5(e) as reporting persons on this Schedule 13D and the addition of certain persons identified in Item 2 as reporting persons on this Schedule 13D.

 

Item 2. Identity and Background

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: 

 

(a) This Schedule 13D is being filed by each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

 

(i) Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario; 

 

(ii) Partners Limited (“Partners Limited”), a corporation formed under the laws of the Province of Ontario, that, collectively, with its shareholders, owns, directly or indirectly, exercises control or direction over, has contractual arrangements, such as options, to acquire or otherwise holds beneficial or economic interests in approximately 127 million Class A Limited Voting Shares, representing approximately 19% of the outstanding Class A Limited voting Shares of Brookfield on a fully diluted basis, and 85,120 Class B Limited Voting Shares, representing 100% of the Class B Limited Voting Shares of Brookfield;

 

(iii) Brookfield Holdings Canada Inc. (“BHC”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;

 

(iv) Brookfield US Holdings Inc. (“BUSHI”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BHC;

 

(v) Brookfield US Corporation (“BUSC”), a Delaware corporation and a wholly-owned subsidiary of BUSHI;

 

(vi) Brookfield Property Group LLC (“BPG”), a Delaware limited liability company and a wholly-owned subsidiary of BUSC;

 

(vii) Brookfield Asset Management Private Institutional Capital Adviser US, LLC (“BAMPIC US”), a Delaware limited liability company and a wholly-owned subsidiary of BPG;

 

(viii) Brookfield Property Partners Limited (“BP Partners Limited”), an exempted company formed under the laws of Bermuda and the general partner of BPY (defined below);

 

 37 

 

(ix) Brookfield Property Partners LP (“BPY”), an exempted limited partnership formed under the laws of Bermuda and the general partner of Holding LP (defined below);

 

(x) Brookfield Property L.P. (“Holding LP”), an exempted limited partnership formed under the laws of Bermuda;

 

(xi) Brookfield Retail Holdings II Sub II LLC (“BRH II Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xii) Brookfield Retail Holdings III Sub II LLC (“BRH III Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xiii) Brookfield Retail Holdings IV-A Sub II LLC (“BRH IV-A Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xiv) Brookfield Retail Holdings IV-B Sub II LLC (“BRH IV-B Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xv) Brookfield Retail Holdings IV-C Sub II LLC (“BRH IV-C Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xvi) Brookfield Retail Holdings IV-D Sub II LLC (“BRH IV-D Sub”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xvii) Brookfield Retail Holdings VII LLC (“BRH VII”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xviii) BW Purchaser, LLC (“BWP”), a Delaware limited liability company;

 

(xix) Brookfield BPY Holdings Inc. (“CanHoldco”), a corporation formed under the laws of Ontario and a subsidiary of Holding LP;

 

(xx) BPY Canada Subholdings 1 ULC (“CanHoldco 1”), an unlimited liability company formed under the laws of Alberta and a subsidiary of CanHoldco;

 

(xxi) Brookfield Property Split Corp. (“Split Corp”), a corporation formed under the laws of British Columbia and a subsidiary of CanHoldco 1 and Holding LP;

 

(xxii) Brookfield BPY Retail Holdings I LLC (“BPY Holdings I”), a Delaware limited liability company and a subsidiary of BOP (defined below);

 

(xxiii) Brookfield BPY Retail Holdings II LLC (“BPY Holdings II”), a Delaware limited liability company and a subsidiary of BPY Holdings I;

 

(xxiv) BPY Retail III LLC (“BPY III”), a Delaware limited liability company and a subsidiary of New LLC 1;

 

(xxv) Brookfield Retail Holdings Warrants LLC (“BRH Warrants”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;

 

(xxvi) Brookfield BPY Retail Holdings III LLC (“BPY Holdings III”), a Delaware limited liability company and a subsidiary of BPY Holdings I;

 

 38 

 

(xxvii) BPY Retail IV LLC (“BPY IV”), a Delaware limited liability company and a subsidiary of BPY Holdings III;

 

(xxviii) Brookfield Office Properties Inc. (“BPO”), a corporation formed under the laws of Canada and an indirect subsidiary of CanHoldco;

 

(xxix) 1706065 Alberta ULC (“Alberta ULC”), an unlimited liability corporation formed under the laws of Alberta and a subsidiary of BPO;

 

(xxx) Brookfield Holding Limited Liability Company (“Brookfield Hold LLC”), a limited liability company formed under the laws of Hungary and a subsidiary of Alberta ULC;

 

(xxxi) Brookfield Properties, Inc. (“BPI”), a Delaware corporation and a subsidiary of Brookfield Hold LLC;

 

(xxxii) Brookfield Properties Subco LLC (“New BPI Subco”), a Delaware limited liability company and a subsidiary of BPI;

 

(xxxiii) BOP (US) LLC (“BOP”), a Delaware limited liability company and a subsidiary of New BPI Subco;

 

(xxxiv) Brookfield BPY Retail Holdings II Subco LLC (“New GGP Subco”), a Delaware limited liability company and a subsidiary of BPY Holdings II; and

 

(xxxv) New Brookfield BPY Retail Holdings II LLC (“New LLC 1”), a Delaware limited liability company and a subsidiary of BPY Holdings II.

 

Schedule XLVI to this Amendment No. 14 with respect to BPO, Schedule XLVII to this Amendment No. 14 with respect to BPI, Schedule XLVIII to this Amendment No. 14 with respect to BOP, Schedule XLIX to this Amendment No. 14 with respect to New BPI Subco, Schedule L to this Amendment No. 14 with respect to Alberta ULC, Schedule LI to this Amendment No. 14 with respect to Brookfield Hold LLC, Schedule LII to this Amendment No. 14 with respect to New GGP Subco, Schedule LIII to this Amendment No. 14 with respect to New LLC 1, Schedule LIV to this Amendment No. 14 with respect to BPG, Schedule LV to this Amendment No. 14 with respect to Brookfield, Schedule LVI to this Amendment No. 14 with respect to Partners Limited, Schedule LVII to this Amendment No. 14 with respect to BRH II Sub, Schedule LVIII to this Amendment No. 14 with respect to BRH III Sub, Schedule LIX to this Amendment No. 14 with respect to BRH IV-A Sub, Schedule LX to this Amendment No. 14 with respect to BRH IV-B Sub, Schedule LXI to this Amendment No. 14 with respect to BRH IV-C Sub, Schedule LXII to this Amendment No. 14 with respect to BRH IV-D Sub, Schedule LXIII to this Amendment No. 14 with respect to BAMPIC US, Schedule LXIV with respect to Split Corp, Schedule LXV with respect to CanHoldco, Schedule LXVI with respect to CanHoldco 1, Schedule LXVII to this Amendment No. 14 with respect to BP Partners Limited, Schedule LXVIII to this Amendment No. 14 with respect to BUSHI, Schedule LXIX to this Amendment No. 14 with respect to BHC, Schedule LXX to this Amendment No. 14 with respect to BUSC, Schedule LXXI to this Amendment No. 14 with respect to BWP, Schedule LXXII to this Amendment No. 14 with respect to BPY III, Schedule LXXIII to this Amendment No. 14 with respect to BRH VII, Schedule LXXIV to this Amendment No. 14 with respect to BPY Holdings I, Schedule LXXV to this Amendment No. 14 with respect to BPY Holdings II, Schedule LXXVI to this Amendment No. 14 with respect to BPY Holdings III, Schedule LXXVII to this Amendment No. 14 with respect to BPY IV and Schedule LXXVIII to this Amendment No. 14 with respect to BRH Warrants set forth lists of all of the directors and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Person.

 

 39 

 

(b) The principal business address of each of Brookfield, Partners Limited, BHC, BUSHI, CanHoldco and CanHoldco 1 is 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal business address of each of BPO and Split Corp is 181 Bay Street, Suite 330, Toronto, Ontario, Canada M5J 2T3. The principal business address of each of BP Partners Limited, BPY and Holding LP is 73 Front Street, 5th Fl Hamilton HM 12 Bermuda. The principal business address of Brookfield Hold LLC is Budapest 1074, Dohany utca 12 Budapest, Hungary. The principal business address of Alberta ULC is Suite 1700, 335 8th Avenue SW, Calgary AB T2P 1C9. The principal business address of each of BUSC, BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BWP, BRH VII, BPY Holdings I, BPY Holdings II, BPY III, BRH Warrants, BPY Holdings III, BPY IV, BAMPIC US, BPI, New BPI Subco, BOP, New GGP Subco, BPG and New LLC 1 is Brookfield Place, 250 Vesey Street, New York, NY 10281-1021.

 

 Schedule XLVI, Schedule XLVII, Schedule XLVIII, Schedule XLIX, Schedule L, Schedule LI, Schedule LII, Schedule LIII, Schedule LIV, Schedule LV, Schedule LVI, Schedule LVII, Schedule LVIII, Schedule LIX, Schedule LX, Schedule LXI, Schedule LXII, Schedule LXIII, Schedule LXIV, Schedule LXV, Schedule LXVI, Schedule LXVII, Schedule LXVIII, Schedule LXIX, Schedule LXX, Schedule LXXI, Schedule LXXII, Schedule LXXIII, Schedule LXXIV, Schedule LXXV, Schedule LXXVI, Schedule LXXVII and Schedule LXXVIII to this Amendment No. 14 set forth the principal business address of each Scheduled Person.

 

(c) The principal business of Brookfield is to own and operate assets with a focus on property, renewable power, infrastructure and private equity. The principal business of each of Partners Limited, BHC, BUSHI, BUSC, BPG, BP Partners Limited, BPY, Holding LP, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, BOP, New BPI Subco, New GGP Subco, New LLC 1, BPY Holdings I, BPY Holdings II, BPY III, BPY Holdings III, Split Corp and CanHoldco 1 is to serve as a holding company. The principal business of BAMPIC US is to serve as investment manager, managing member or general partner, as applicable, for a variety of certain private investment vehicles, including each of the Investment Vehicles (as defined below). The principal activity of each of BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BRH VII and BRH Warrants (each, an “Investment Vehicle”) and BWP and BPY IV is to serve as a special purpose entity for the purpose of making certain investments, including investments in the Company.

 

 Schedule XLVI, Schedule XLVII, Schedule XLVIII, Schedule XLIX, Schedule L, Schedule LI, Schedule LII, Schedule LIII, Schedule LIV, Schedule LV, Schedule LVI, Schedule LVII, Schedule LVIII, Schedule LIX, Schedule LX, Schedule LXI, Schedule LXII, Schedule LXIII, Schedule LXIV, Schedule LXV, Schedule LXVI, Schedule LXVII, Schedule LXVIII, Schedule LXIX, Schedule LXX, Schedule LXXI, Schedule LXXII, Schedule LXXIII, Schedule LXXIV, Schedule LXXV, Schedule LXXVI, Schedule LXXVII and Schedule LXXVIII to this Amendment No. 14 set forth the principal occupation or employment of each Scheduled Person.

 

(d),(e) During the last five years, none of the Reporting Persons nor any of the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Schedule XLVI, Schedule XLVII, Schedule XLVIII, Schedule XLIX, Schedule L, Schedule LI, Schedule LII, Schedule LIII, Schedule LIV, Schedule LV, Schedule LVI, Schedule LVII, Schedule LVIII, Schedule LIX, Schedule LX, Schedule LXI, Schedule LXII, Schedule LXIII, Schedule LXIV, Schedule LXV, Schedule LXVI, Schedule LXVII, Schedule LXVIII, Schedule LXIX, Schedule LXX, Schedule LXXI, Schedule LXXII, Schedule LXXIII, Schedule LXXIV, Schedule LXXV, Schedule LXXVI, Schedule LXXVII and Schedule LXXVIII to this Amendment No. 14 set forth the citizenships of each of the Scheduled Persons who is a natural person.

 

Item 4. Purpose of the Transaction

 

Item 4 of this Schedule 13D is hereby amended to include the following:

 

On July 14, 2016, Brookfield and certain entities controlled by Brookfield completed certain internal restructuring transactions involving entities beneficially owning certain shares of Common Stock and Warrants (collectively, the “Internal Restructuring Transactions”). As a result of the Internal Restructuring Transactions, the beneficial ownership of certain shares of Common Stock and Warrants by certain entities controlled by Brookfield has changed, and Item 5 of this Amendment No. 14 sets forth the beneficial ownership of the Reporting Persons following the Internal Restructuring Transactions.

 

 40 

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a)-(c) and (e) of the Schedule 13D is hereby amended in its entirety as follows:

 

(a)-(b) As of the close of business on July 18, 2016, the Investment Vehicles directly held and beneficially owned the shares of Common Stock and Warrants to acquire shares of Common Stock indicated on the following table. Each of the Investment Vehicles shares voting and investment power as indicated in the paragraphs below the table. All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the 883,196,593 shares of Common Stock reported by the Company as outstanding, as of May 2, 2016, in its registration statement on Form S-3 filed with the SEC on May 23, 2016, plus, where such beneficial ownership includes Warrants, such number of shares of Common Stock issuable upon exercise of the Warrants included in any such beneficial ownership calculation.

 

Investment Vehicle  Common Stock   Warrants   Beneficial Ownership 
BRH VII   79,094,965    -    9.0%
BRH Warrants   -    22,706,486    2.5%
BRH II Sub   11,819,690    10,098,406    2.5%
BRH III Sub   309,013    89,361    0.05%
BRH IV-A Sub   3,909,249    1,382,401    0.6%
BRH IV-B Sub   70,975    20,621    0.01%
BRH IV-C Sub   1,344,835    469,795    0.2%
BRH IV-D Sub   1,351,700    469,795    0.2%

 

As managing member or general partner, as applicable, of each of the Investment Vehicles, BAMPIC US may be deemed to beneficially own all shares of Common Stock and Warrants owned by each of the Investment Vehicles, consisting of 97,900,427 shares of Common Stock and Warrants exercisable to purchase 35,236,865 shares of Common Stock, collectively representing 14.5% of the Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BPG, BUSHI, BUSC, BHC and Brookfield may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock and Warrants.

 

BPY III is the controlling non-managing member of each Investment Vehicle. BPY III may be deemed to share voting and investment power with respect to the 97,900,427 shares of Common Stock owned by the Investment Vehicles and Warrants exercisable for 35,236,865 shares of Common Stock, representing approximately 14.5% of the shares of Common Stock. As direct and indirect controlling persons of BPY III, each of BPY Holdings II, BPY Holdings I, CanHoldco, Holding LP, BPY, BP Partners Limited, Partners Limited, Brookfield, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, CanHoldco 1, Split Corp and New LLC 1 may be deemed to share with BPY III beneficial ownership of such shares of Common Stock and Warrants.

 

As of the close of business on July 18, 2016, BPY Retail II LLC, a Delaware limited liability company (“BPY II”), directly held 8,670,667 shares of Common Stock, representing approximately 1.0% of the shares of Common Stock, and BPY Retail VI LLC, a Delaware limited liability company (“BPY VI”), directly held 37,191,170 shares of Common Stock, representing approximately 4.2% of the shares of Common Stock. As indirect controlling persons of BPY II and BPY VI, each of New LLC 1, BPY Holdings II, BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY II and BPY VI beneficial ownership of such shares of Common Stock.

 

 41 

 

As of the close of business on July 18, 2016, Brookfield Retail Holdings V Fund B LP (“AIV B”) directly held 374,591 shares of Common Stock and warrants to acquire 107,309 shares of Common Stock, collectively representing approximately 0.05% of the shares of Common Stock, and Brookfield Holdings V Fund D LP. (“AIV D”) directly held 2,531,759 shares of Common Stock and Warrants to acquire 725,269 shares of Common Stock, representing approximately 0.37% of the shares of Common Stock. As direct and indirect controlling persons of AIV B and AIV D, each of BPG, BAMPIC US, BUSHI, BUSC, BHC, Partners Limited and Brookfield may be deemed to share with AIV B and AIV D beneficial ownership of such shares of Common Stock.

 

As of the close of business on July 18, 2016, BPY IV directly held 61,444,210 shares of Common Stock, representing approximately 7.0% of the shares of Common Stock, and BPY Retail V LLC, a Delaware limited liability company (“BPY V LLC”), directly held 8,670,667 shares of Common Stock, representing approximately 1.0% of the shares of Common Stock. As direct and indirect controlling persons of BPY IV and BPY V, each of BPY Holdings III, BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY IV and BPY V beneficial ownership of such shares of Common Stock.

 

As of the close of business on July 18, 2016, New GGP Subco directly held 53,000,412 shares of Common Stock, representing 6.0% of the Common Stock. As direct and indirect controlling persons of New GGP Subco, each of BPY Holdings I, CanHoldco, BPO, Alberta ULC, BPY Holdings II, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, CanHoldco 1, Split Corp and Brookfield may be deemed to share with New GGP Subco beneficial ownership of such shares of Common Stock.

 

As of the close of business on July 18, 2016, BPY Holdings I directly held Warrants exercisable to purchase 26,962,304 shares of Common Stock, representing 3.0% of the Common Stock. As direct and indirect controlling persons of BPY Holdings I, each of CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY Holdings I beneficial ownership of such shares of Common Stock.

 

As of the close of business on July 18, 2016, BWP beneficially owned approximately 19,932,785 shares of Common Stock issuable upon exercise of the Warrants, representing approximately 2.2% of the shares of Common Stock. As direct and indirect controlling persons of BWP, each of BPY Holdings II, BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BWP, beneficial ownership of such shares of Common Stock issuable upon exercise of such Warrants.

 

By virtue of the terms of the Investment Management Agreement, dated as of October 31, 2013, by and between Revere Holdings Limited (“Revere”) and BAMPIC US, BAMPIC US may be deemed to beneficially own the shares of Common Stock and Warrants owned by the Abu Dhabi Investment Authority (“ADIA”), consisting of 29,721,074 shares of Common Stock and Warrants exercisable to purchase 6,732,997 shares of Common Stock (collectively, the “ADIA Shares”), collectively representing 4.1% of the Common Stock. Revere previously transferred the Common Stock and Warrants it held to its parent, ADIA. As direct and indirect controlling persons of BAMPIC US, each of BPG, BUSHI, BUSC, BHC, Partners Limited and Brookfield may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock and Warrants.

 

None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock or Warrants.

 

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Act and Rule 13d-5(b)(1) thereunder and each member of the “group” may be deemed to beneficially own all shares of Common Stock and Warrants held by all members of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 389,202,506 shares of Common Stock (which includes the 89,697,529 shares of Common Stock issuable upon exercise of the Warrants held by all Reporting Persons), constituting beneficial ownership of 40.0% of the shares of Common Stock. Each of the Investment Vehicles and other Reporting Persons directly holding shares of Common Stock and/or Warrants expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock and/or Warrants held by each of the other Investment Vehicles and Reporting Persons.

 

 42 

 

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, Future Fund Board of Guardians (“Future Fund”) and/or ADIA may be deemed to be members of a “group” with the Reporting Persons. Neither Future Fund nor ADIA is a Reporting Person on this Schedule 13D, and any obligations either of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that either Future Fund and/or ADIA beneficially owns shares of Common Stock or Warrants that are not held by BRH II Sub, or in the account of ADIA subject to the Investment Management Agreement, respectively, the Reporting Persons may be deemed to beneficially own any such shares of Common Stock or Warrants, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.

 

(c) Except as otherwise described in Item 4 of this Amendment No. 14, none of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock during the past sixty days.

 

(e) Each of BPY Canada Subholdings 3 ULC, BPY Canada Subholdings 4 ULC and BPY Canada Subholdings 2 ULC ceased to be a beneficial owner of more than five percent (5%) of the shares of Common Stock outstanding as of July 14, 2016.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended to include the following:

 

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an agreement on July 19, 2016, with respect to the joint filing of this Amendment No. 14 and any amendment or amendments hereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 34.

 

Item 7. Material To Be Filed as Exhibits

 

Item 7 of Schedule 13D is hereby amended to include the following:

 

Exhibit 34   Joint Filing Agreement, dated as of July 19, 2016, by and among Brookfield Asset Management Inc., Partners Limited, Brookfield Holdings Canada Inc., Brookfield US Holdings Inc., Brookfield US Corporation, Brookfield Asset Management Private Institutional Capital Adviser US, LLC, Brookfield Property Partners Limited, Brookfield Property Partners LP, Brookfield Property L.P., Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC, Brookfield Retail Holdings IV-D Sub II LLC, BW Purchaser, LLC, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings I LLC, Brookfield BPY Retail Holdings II LLC, BPY Retail III LLC, Brookfield Retail Holdings VII LLC, Brookfield Retail Holdings Warrants LLC, Brookfield BPY Retail Holdings III LLC, BPY Retail IV LLC, Brookfield Office Properties Inc.; 1706065 Alberta ULC, Brookfield Holding Limited Liability Company, Brookfield Properties, Inc., BOP (US) LLC, Brookfield Properties Subco LLC, Brookfield BPY Retail Holdings II Subco LLC, New Brookfield BPY Retail Holdings II LLC, Brookfield Property Group LLC, BPY Canada Subholdings 1 ULC and Brookfield Property Split Corp.

 

 43 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 19, 2016 BROOKFIELD ASSET MANAGEMENT INC.
     
  By: /s/ Aleks Novakovic
    Name: Aleks Novakovic
    Title: Managing Partner
     
  By: /s/ A.J. Silber
   

Name: A.J. Silber

Title: Vice President, Legal Affairs

   
Dated: July 19, 2016 PARTNERS LIMITED
   
  By: /s/ Brian Lawson
    Name: Brian Lawson
    Title: President
     
Dated: July 19, 2016 Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
  By:   /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
  By: /s/ Melissa Lang
    Name: Melissa Lang
    Title: Secretary
   
Dated: July 19, 2016 BROOKFIELD HOLDINGS CANADA INC.
     
  By: /s/ A.J. Silber
    Name: A.J. Silber
    Title: Vice President
     
  By: /s/ Aleks Novakovic
    Name: Aleks Novakovic
    Title: Vice President

 

 

  

Dated: July 19, 2016 BROOKFIELD PROPERTY PARTNERS LIMITED
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: July 19, 2016 Brookfield Property PARTNERS LP
   
  By: Brookfield Property Partners Limited, its general partner
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: July 19, 2016 Brookfield Property L.P.
   
  By: Brookfield Property Partners LP, its general partner
   
  By: Brookfield Property Partners Limited, its general partner
   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

Dated: July 19, 2016 BROOKFIELD BPY HOLDINGS INC.
   
  By: /s/ Allen Yi
    Name: Allen Yi
    Title: Secretary

 

 

 

Dated: July 19, 2016 BROOKFIELD BPY RETAIL HOLDINGS I LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: July 19, 2016 Brookfield BPY Retail Holdings II LLC
   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

Dated: July 19, 2016 BPY Retail III LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: July 19, 2016 Brookfield Retail Holdings VII LLC
     
  By: Brookfield Asset Management Private
Institutional Capital Adviser US, LLC,
its manager
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
  By: /s/ Melissa Lang
    Name: Melissa Lang
    Title: Secretary
     
 Dated: July 19, 2016 BROOKFIELD RETAIL HOLDINGS WARRANTS LLC
   
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
  By: /s/ Melissa Lang
    Name: Melissa Lang
    Title: Secretary

 

 

 

Dated: July 19, 2016 BROOKFIELD BPY RETAIL HOLDINGS III LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: July 19, 2016 BPY RETAIL IV LLC
   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

  

Dated: July 19, 2016 BROOKFIELD RETAIL HOLDINGS II SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
  By: /s/ Melissa Lang
    Name: Melissa Lang
    Title: Secretary
     
Dated: July 19, 2016 BROOKFIELD RETAIL HOLDINGS III SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
  By: /s/ Melissa Lang
    Name: Melissa Lang
    Title: Secretary

 

 

 

Dated: July 19, 2016 BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
  By: /s/ Melissa Lang
    Name: Melissa Lang
    Title: Secretary
     
Dated: July 19, 2016 BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
  By: /s/ Melissa Lang
    Name: Melissa Lang
    Title: Secretary
     
Dated: July 19, 2016 BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
  By: /s/ Melissa Lang
    Name: Melissa Lang
    Title: Secretary

 

 

 

Dated: July 19, 2016 BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
  By: /s/ Melissa Lang
    Name: Melissa Lang
    Title: Secretary

  

Dated: July 19, 2016 BW PURCHASER, LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     

 

Dated: July 19, 2016 Brookfield US Holdings Inc.
     
  By: /s/ A.J. Silber
    Name: A.J. Silber
    Title: Vice President
     
Dated: July 19, 2016 Brookfield US Corporation
     
  By: /s/ Mark Srulowitz
    Name: Mark Srulowitz
    Title: President
     
Dated: July 19, 2016 BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC
   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 

 

Dated: July 19, 2016 NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC
   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: July 19, 2016 BROOKFIELD OFFICE PROPERTIES INC.
   
  By: /s/ Keith Hyde
    Name: Keith Hyde
    Title: Vice President, Taxation
     
Dated: July 19, 2016 1706065 ALBERTA ULC
   
  By: /s/ Keith Hyde
    Name: Keith Hyde
    Title: Vice President, Taxation
     
Dated: July 19, 2016 BROOKFIELD HOLDING LIMITED LIABILITY COMPANY
   
  By: /s/ Dr. László Csontos
    Name: Dr. László Csontos
    Title: Managing Director
     
  By: /s/ Eamonn John O’Dea
    Name: Eamonn John O’Dea
    Title: Managing Director
     
Dated: July 19, 2016 BROOKFIELD PROPERTIES, INC.
   
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary
     
Dated: July 19, 2016 BOP (US) LLC
   
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary

 

 

 

Dated: July 19, 2016 BROOKFIELD PROPERTIES SUBCO LLC
   
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary

 

Dated: July 19, 2016 BROOKFIELD PROPERTY GROUP LLC
   
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
     
Dated: July 19, 2016 BPY CANADA SUBHOLDINGS 1 ULC
   
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
Dated: July 19, 2016 BROOKFIELD PROPERTY SPLIT CORP.
   
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner

 

 

  

SCHEDULE XLVI

Brookfield Office Properties Inc.

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
 

Senior Managing Partner and

Chairman

  USA
             
Lance Liebman, Director   c/o Brookfield Property Group
250 Vesey Street, 15th Floor
New York, NY 10281
  Corporate Director   USA
             
Saul Shulman, Director  

Tri Continental Capital

95 St. Clair Avenue West, Suite 1403

Toronto, ON M4V 1N6

  Chief Executive Officer, MLG Management Inc.   Canada
             
Robert Stelzl, Director   Rivas Capital, Inc.
11661 San Vicente Blvd., Suite 406
Los Angeles, CA 90049
  Private real estate investor and investment manager   USA
             
Ricky Tang, Chief Financial Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Chief Financial Officer   Canada

 

 

 

Jan Sucharda,
Chief Executive Officer, Canada and Developing Markets, Office Division
  Brookfield Place
181 Bay Street, Suite 330
Toronto, ON M5J2T3
  Chief Executive Officer, Canada and Developing Markets, Office Division   Canada
             
Martin Jepson, President and Chief Operating Officer, European Commercial Operations   99 Bishopsgate
London, UK EC2M 3XD
  President and Chief Operating Officer, European Commercial Operations   Britain
             
Paul Schulman, President and Chief Operating Officer, U.S. Commercial Operations   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  President and Chief Operating Officer, U.S. Commercial Operations   USA

 

 

 

 

SCHEDULE XLVII

Brookfield Properties, Inc.

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
G. Mark Brown, Director and Global Chief Investment Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Global Chief Investment Officer   USA
             
Michelle L. Campbell, Director, Senior Vice President and Secretary   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Vice President and Secretary   Canada
             
Ricky Tang, Director   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Chief Financial Officer   Canada
             
Paul Schulman, Director, President and Chief Operating Officer, U.S. Commercial Operations   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  President and Chief Operating Officer, U.S. Commercial Operations   USA
             
Edward F. Beisner, Senior Vice President and Controller   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Vice President and Controller   USA

 

 

 

 

SCHEDULE XLVIII

BOP (US) LLC

  

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Manager   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
G. Mark Brown, Manager and Global Chief Investment Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Global Chief Investment Officer   USA
             
Ricky Tang, Manager   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Chief Financial Officer   Canada
             
Paul Schulman, Manager, President and Chief Operating Officer, U.S. Commercial Operations   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  President and Chief Operating Officer, U.S. Commercial Operations   USA
             

 

 

 

 

             
Edward F. Beisner, Senior Vice President and Controller   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Vice President and Controller   USA
             

 

 

 

 

SCHEDULE XLIX

Brookfield Properties Subco LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
G. Mark Brown, Director and Global Chief Investment Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Global Chief Investment Officer   USA
             
Michelle L. Campbell, Director, Senior Vice President and Secretary   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Vice President and Secretary   Canada
             
Ricky Tang, Director   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Chief Financial Officer   Canada
             
Paul Schulman, Director, President and Chief Operating Officer, U.S. Commercial Operations   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  President and Chief Operating Officer, U.S. Commercial Operations   USA
             
Edward F. Beisner, Senior Vice President and Controller   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Vice President and Controller   USA

 

 

 

 

 

SCHEDULE L

1706065 Alberta ULC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Ricky Tang, Director, President and Chief Financial Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Chief Financial Officer   Canada
             
Michelle L. Campbell, Director, Senior Vice President and Secretary   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Vice President and Secretary   Canada
             
Keith Hyde, Director and Vice President, Taxation   Brookfield Place
181 Bay Street, Suite 330
Toronto, ON M5J2T3
  Vice President, Taxation   Canada
             
Ian Parker, Director   335-8th Avenue SW, Suite 1700
Calgary, AB T2P 1C9
  Chief Operating Officer, Canada Commercial Operations   Canada
             
Jan Sucharda, Director   Brookfield Place
181 Bay Street, Suite 330
Toronto, Ontario M5J2T3
  Chief Executive Officer, Canada and Developing Markets, Office Division   Canada
             

 

 

 

SCHEDULE LI

Brookfield Holding Limited Liability Company

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Dr. László Csontos, Managing Director   Budapest 1074
Dohany utca 12
Budapest, Hungary
  Managing Director   Hungary
             
Eamonn John O’Dea, Managing Director   Budapest 1074
Dohany utca 12
Budapest, Hungary
  Managing Director   Ireland
             
Keith Hyde, Managing Director   Brookfield Place
181 Bay Street, Suite 330
Toronto, ON M5J2T3
  Vice President, Taxation   Canada

 

 

 

SCHEDULE LII

Brookfield BPY Retail Holdings II Subco LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Terry V. Gittens, Manager and President  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

 

Chief Financial Officer

Brookfield International Bank Inc.

  Barbados
             
Gregory N. McConnie, Manager and Deputy Chairman  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

 

President and Chief Executive Officer

Brookfield International Bank Inc.

  Barbados
             
Jane Sheere, Secretary  

73 Front Street

5th Floor

Hamilton, Bermuda HM 12

 

Manager – Corporate Services

Brookfield Bermuda

  Britain

 

 

 

SCHEDULE LIII

New Brookfield BPY Retail Holdings II LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Terry V. Gittens, Manager and President  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

 

Chief Financial Officer

Brookfield International Bank Inc.

  Barbados
             
Gregory N. McConnie, Manager and Deputy Chairman  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

 

President and Chief Executive Officer

Brookfield International Bank Inc.

  Barbados
             
Jane Sheere, Secretary  

73 Front Street, 5th Floor

Hamilton, Bermuda HM 12

 

Manager – Corporate Services

Brookfield Bermuda

  Britain

 

 

 

SCHEDULE LIV

Brookfield Property Group LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Managing Partner   Canada
             
Murray Goldfarb, Director and Managing Partner   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Managing Partner   USA
             
John Stinebaugh, Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Managing Partner   USA

  

 

 

SCHEDULE LV

Brookfield Asset Management Inc.

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
M. Elyse Allan, Director  

2300 Meadowvale Blvd.

Mississauga, ON L5N 5P9

  President and Chief Executive Officer of General Electric Canada Company Inc.   Canada
             
Jeffrey M. Blidner, Director and
Senior Managing Partner
 

Suite 300

Brookfield Place, 181 Bay Street

Toronto, ON M5J 2T3

  Senior Managing Partner of
Brookfield
  Canada
             
Angela R. Braly, Director  

832 Alverna Drive

Indianapolis, Indiana 46260

  President and Founder, The
Braly Group, LLC
  USA.
             
Jack L. Cockwell, Director  

51 Yonge Street, Suite 400

Toronto, ON M5E 1J1

  Corporate Director   Canada
             
Marcel R. Coutu, Director  

335 – 8th Ave. S.W. Suite 1700

Calgary, AB T2P 1C9

  Former President and Chief Executive Officer of Canadian Oil Sands Limited   Canada
             
J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer  

Suite 300

Brookfield Place

181 Bay Street

Toronto, ON M5J 2T3

  Senior Managing Partner and Chief Executive Officer of Brookfield   Canada
             
Robert J. Harding, Director  

Brookfield Global Infrastructure Advisory Board

Suite 300

Brookfield Place

181 Bay Street

Toronto, ON M5J 2T3

  Past Chairman of Brookfield   Canada

 

 

 

Maureen V. Kempston Darkes, Director  

c/o 21 Burkebrook Place

Apt. 712

Toronto, ON M4G 0A2

  Corporate Director of Brookfield and former President, Latin America, Africa and Middle East, General Motors Corporation   Canada
             
David W. Kerr, Director  

51 Yonge Street, Suite 400

Toronto, ON M5E 1J1

  Chairman, Halmont Properties Corp.   Canada
             
Philip B. Lind, Director  

Rogers Communications Inc.

333 Bloor Street East, 10th Floor

Toronto, ON M4W 1G9

  Co-Founder, Director and Vice Chairman of Rogers Communications Inc.   Canada
             
Frank J. McKenna, Director  

TD Bank Group

P.O. Box 1, TD Centre

66 Wellington St. W.

4th Floor, TD Tower

Toronto, ON M5K 1A2

  Chair of Brookfield and Deputy Chair of TD Bank Group   Canada
             
Youssef A. Nasr, Director  

P.O. Box 16 5927

Beirut, Lebanon

  Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil   Lebanon and USA
             
Lord Augustine Thomas O’Donnell, Director  

P.O. Box 1, TD Centre

66 Wellington St. W.

4th Floor, TD Tower

Toronto, ON M5K 1A2

 

Frontier Economics Limited

71 High Holborn

London, UK WC1V 6DA

 

Chairman, Frontier Economics Limited

  United Kingdom
             
Ngee Huat Seek, Director  

168 Robinson Road

#37 – 01 Capital Tower

Singapore 068912

  Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation   Singaporean

 

 

 

Diana L. Taylor, Director  

Solera Capital L.L.C.

625 Madison Avenue, 3rd Floor

New York, NY 10022

  Vice Chair, Solera Capital LLC   USA
             
Brian W. Kingston, Senior Managing Partner  

250 Vesey Street, 15th Floor

New York, NY 10281

  Senior Managing Partner of Brookfield   Canada
             
Brian D. Lawson, Senior Managing Partner and Chief Financial Officer  

Suite 300

Brookfield Place

181 Bay Street

Toronto, ON M5J 2T3

  Senior Managing Partner and Chief Financial Officer of Brookfield   Canada
             
Cyrus Madon, Senior Managing Partner  

Suite 300

Brookfield Place

181 Bay Street

Toronto, ON M5J 2T3

  Senior Managing Partner of Brookfield   Canada
             
Samuel J.B. Pollock, Senior Managing Partner  

Suite 300

Brookfield Place

181 Bay Street

Toronto, ON M5J 2T3

  Senior Managing Partner of Brookfield   Canada
             
George S. Taylor, Director  

c/o R.R. #3

4675 Line 3

St. Marys, ON N4X 1C6

  Corporate Director of Brookfield   Canada
             
A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary  

Suite 300

Brookfield Place

181 Bay Street

Toronto, ON M5J 2T3

  Vice-President, Legal Affairs and Corporate Secretary of Brookfield   Canada

 

 

 

SCHEDULE LVI

Partners Limited

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Jack L. Cockwell, Director and Chairman  

51 Yonge Street, Suite 400

Toronto, ON M5E 1J1

  Corporate Director   Canada
             
David W. Kerr, Director  

51 Yonge Street, Suite 400

Toronto, ON M5E 1J1

  Chairman, Halmont Properties Corp.   Canada
             
Brian D. Lawson, Director and President  

Suite 300

Brookfield Place

181 Bay Street

Toronto, ON M5J 2T3

  Senior Managing Partner and Chief Financial Officer of Brookfield   Canada
             
George E. Myhal, Director  

Partners Value Investments LP

Suite 210

Brookfield Place

181 Bay Street

Toronto, ON M5J 2T3

  President and Chief Executive Officer, PVI Management Inc.   Canada
             
Timothy R. Price, Director  

51 Yonge Street, Suite 400

Toronto, ON M5E 1J1

  Chairman, Brookfield Funds   Canada

 

 

 

             
Tony Rubin, Treasurer  

51 Yonge Street, Suite 400

Toronto, ON M5E 1J1

  Accountant, Brookfield   Canada

 

 

 

SCHEDULE LVII

Brookfield Retail Holdings II Sub II LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner   Canada
             
John Stinebaugh, Director and Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Managing Partner   USA
             

Bryan Davis, Chief Financial Officer

 

  Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
 

Chief Financial Officer

 

  Canada

 

 

 

SCHEDULE LVIII

Brookfield Retail Holdings III Sub II LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner   Canada
             
John Stinebaugh, Director and Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Managing Partner   USA
             

Bryan Davis, Chief Financial Officer

 

  Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
 

Chief Financial Officer

 

  Canada

 

 

 

SCHEDULE LIX

Brookfield Retail Holdings IV-A Sub II LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner   Canada
             
John Stinebaugh, Director and Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Managing Partner   USA
             

Bryan Davis, Chief Financial Officer

 

  Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
 

Chief Financial Officer

 

  Canada

 

 

  

SCHEDULE LX

Brookfield Retail Holdings IV-B Sub II LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner   Canada
             
John Stinebaugh, Director and Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Managing Partner   USA
             

Bryan Davis, Chief Financial Officer

 

  Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
 

Chief Financial Officer

 

  Canada

 

 

  

SCHEDULE LXI

Brookfield Retail Holdings IV-C Sub II LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner   Canada
             
John Stinebaugh, Director and Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Managing Partner   USA
             

Bryan Davis, Chief Financial Officer

 

  Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
 

Chief Financial Officer

 

  Canada

 

 

  

SCHEDULE LXII

Brookfield Retail Holdings IV-D Sub II LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner   Canada
             
John Stinebaugh, Director and Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Managing Partner   USA
             

Bryan Davis, Chief Financial Officer

 

  Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
 

Chief Financial Officer

 

  Canada

 

 

  

SCHEDULE LXIII

Brookfield Asset Management Private Institutional Capital Adviser US, LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner   Canada
             
John Stinebaugh, Director and Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Managing Partner   USA
             

Bryan Davis, Chief Financial Officer

 

  Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
 

Chief Financial Officer

 

  Canada

 

 

 

SCHEDULE LXIV

Brookfield Property Split Corp.

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
 

Senior Managing Partner and Chairman

  USA
             
Lance Liebman, Director   c/o Brookfield Property Group
250 Vesey Street, 15th Floor
New York, NY 10281
  Corporate Director   USA
             
Saul Shulman, Director  

Tri Continental Capital

95 St. Clair Avenue West,
Suite 1403, Toronto, ON M4V 1N6

  Chief Executive Officer, MLG Management Inc.   Canada
             
Robert Stelzl, Director   Rivas Capital, Inc.
11661 San Vicente Blvd.,
Suite 406
Los Angeles, CA 90049
  Private real estate investor and investment manager   USA
             
Ricky Tang, Chief Financial Officer   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Chief Financial Officer   Canada
             
Michelle L. Campbell, Secretary   Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
  Senior Vice President and Secretary   Canada

 

 

 

SCHEDULE LXV

Brookfield BPY Holdings Inc.

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Michelle L. Campbell, Director, Senior Vice President and Secretary  

Brookfield Place

250 Vesey Street, 15th Floor New York, NY 10281

 

Senior Vice President

and Secretary

  Canada
             
Keith Hyde, Director and Vice President  

Brookfield Place

181 Bay Street, Suite 330

Toronto, ON M5J 2T3

 

Vice President, Taxation

  Canada
             
Jan Sucharda, Director and President  

Brookfield Place

181 Bay Street, Suite 330

Toronto, ON M5J 2T3

 

Chief Executive Officer, Canada and Developing Markets, Office Division

  Canada

 

 

 

SCHEDULE LXVI

BPY Canada Subholdings 1 ULC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Jan Sucharda, Director and President  

Brookfield Place

181 Bay Street, Suite 330

Toronto, ON M5J 2T3

  Chief Executive Officer, Canada and Developing Markets, Office Division   Canada
             
Michelle L. Campbell, Director, Senior Vice President and Secretary  

Brookfield Place

250 Vesey Street, 15th Floor
New York, NY 10281

  Senior Vice President and Secretary   Canada
             
Keith Hyde, Director and Vice President  

Brookfield Place

181 Bay Street, Suite 330

Toronto, ON M5J 2T3

  Vice President, Taxation   Canada

 

 

  

SCHEDULE LXVII

 

Brookfield Property Partners Limited

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Richard B. Clark, Director and Chairman  

Brookfield Place

250 Vesey Street, 15th Floor

New York, NY 10281

 

Senior Managing Partner and Chairman

  USA
             
Jeffrey M. Blidner, Director  

Brookfield Place, Suite 300

181 Bay Street

Toronto, ON M5J 2T3

  Senior Managing Partner   Canada
             
Dr. Soon Young Chang, Director  

Gate Village #7 6th Floor,

DIFC, Dubai

UAE

 

Director, Dubai World

Senior Advisor, Investment Corporation of Dubai

  United Arab Emirates
             
Omar Carneiro da Cunha, Director  

AV Visconde De Albuquerque 999

Rio de Janeiro, Brazil 22450-001

  Senior Partner, Dealmaker Ltd. and BOND Consultoria Empresarial e Participacoes   Brazil
             
Stephen DeNardo, Director  

RiverOak Investment Corp., LLC

1 Atlantic Street, Suite 703

Stamford¸ CT 06901

  Managing Director, President and Chief Executive Officer, RiverOak Investment Corp., LLC   USA
             
Lou Maroun, Director  

Waterloo House

100 Pitt’s Bay Road, Suite 2

Pembroke HM 08

Bermuda

  Chairman, Sigma Real Estate Advisors and Sigma Capital Corporation   Canada

 

 

 

Lars Rodert, Director  

Dreve Richelle 161 Bat D

1410 Waterloo

Belgium

  Founder and Chief Executive Officer, ӦstVӓst Capital Management   Canada and Sweden
             
Lisa Shalett, Director  

5 Lincoln Woods

Purchase, NY 10577

  Director   USA
             
José Ramon Valente, Director  

El Golf 99, Of. 1201

Las Condes

Santiago, Chile

South America

  Partner and Executive Director, ECONSULT   Chile
             
Gregory Ernest Alexander Morrison, President  

73 Front Street, 5th Floor

Hamilton HM 12

Bermuda

  President, Brookfield Infrastructure Partners Limited   Canada
             
Gregory Noel McConnie, Vice President  

Cedar Court, 2nd Floor
Wildey Business Park

Wildey, St. Michael

Barbados

  President and CEO, Brookfield International Bank Inc.   Barbados
             
Jane Sheere, Secretary   73 Front Street
Hamilton HM 12
Bermuda
  Manager - Corporate Services, Brookfield Bermuda   Britain

 

 

 

SCHEDULE LXVIII

Brookfield US Holdings Inc.

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Derek Gorgi, Director and President  

Brookfield Place

181 Bay Street, Suite 300

Toronto, ON M5J 2T3

  Senior Vice-President, Finance   Canada
             
Aleks Novakovic, Director and Vice-President  

Brookfield Place

181 Bay Street, Suite 300

Toronto, ON M5J 2T3

  Managing Partner   Canada
             
Arin Jonathan Silber, Director and Vice-President  

Brookfield Place

181 Bay Street, Suite 300

Toronto, ON M5J 2T3

  Vice-President, Legal Affairs   Canada
             

Rami El Jurdi,

Director and Vice-President

 

Brookfield Place

181 Bay Street, Suite 300

Toronto, ON M5J 2T3

  Director, Finance   Canada
             

 

 

 

  

SCHEDULE LXIX

 

Brookfield Holdings Canada Inc.

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Derek Gorgi, Director and President  

Brookfield Place

181 Bay Street, Suite 300

Toronto, ON M5J 2T3

  Senior Vice-President, Finance   Canada
             
Aleks Novakovic, Director and Vice-President  

Brookfield Place

181 Bay Street, Suite 300

Toronto, ON M5J 2T3

  Managing Partner   Canada
             
Arin Jonathan Silber, Director and Vice-President  

Brookfield Place

181 Bay Street, Suite 300

Toronto, ON M5J 2T3

  Vice-President, Legal Affairs   Canada
             

Rami El Jurdi,

Director and Vice-President

 

Brookfield Place

181 Bay Street, Suite 300

Toronto, ON M5J 2T3

  Director, Finance   Canada
             

 

 

 

 

SCHEDULE LXX

 

Brookfield US Corporation

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Mark Srulowitz, Director and President  

Brookfield Place

250 Vesey Street, 15th Floor

New York, NY 10281

  Managing Partner   USA
             

Jordan Kolar, Director and Vice-President

 

 

Brookfield Place, 250 Vesey Street, 15th Floor

New York, NY 10281

  Senior Vice-President, Taxation   USA
             

Josh Zinn, Director and Vice-President

 

 

Brookfield Place

250 Vesey Street, 15th Floor

New York, NY 10281

  Vice-President   USA
             
Rami El Jurdi, Director and Secretary  

Brookfield Place

181 Bay Street, Suite 300

Toronto, ON M5J 2T3

  Director, Finance   Canada
             

 

 

  

SCHEDULE LXXI

BW Purchaser, LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Terry V. Gittens, Manager and President  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

  Chief Financial Officer, Brookfield International Bank Inc.   Barbados
             
Gregory N. McConnie, Manager and Deputy Chairman  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

  President and Chief Executive Officer, Brookfield International Bank Inc.   Barbados
             
Jane Sheere, Secretary  

73 Front Street

5th Floor

Hamilton, Bermuda

HM 12

 

Manager – Corporate Services,

Brookfield Bermuda

  Britain

 

 

  

SCHEDULE LXXII

BPY Retail III LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Terry V. Gittens, Manager and President  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

  Chief Financial Officer, Brookfield International Bank Inc.   Barbados
             
Gregory N. McConnie, Manager and Deputy Chairman  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

  President and Chief Executive Officer, Brookfield International Bank Inc.   Barbados
             
Jane Sheere, Secretary  

73 Front Street

5th Floor

Hamilton, Bermuda

HM 12

 

Manager – Corporate Services,

Brookfield Bermuda

  Britain

 

 

  

SCHEDULE LXXIII

Brookfield Retail Holdings VII LLC

 

Name and Position of Officer
or Director
  Principal Business Address  

Principal Occupation or
Employment 

  Citizenship

 

This entity is member managed by Brookfield Asset Management Private Institutional Capital Adviser US, LLC (“BAMPIC US”)

 

The information set out below relates to the Officers and Directors of BAMPIC US.

 

Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner   Canada
             
John Stinebaugh, Director and Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Managing Partner   USA
             

Bryan Davis, Chief Financial Officer

 

  Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
 

Chief Financial Officer

 

  Canada

 

 

 

SCHEDULE LXXIV

Brookfield BPY Retail Holdings I LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Terry V. Gittens, Manager and President  

Wildey Business Park, 2nd Floor

Wildey

St. Michael, BB 14006

Barbados

  Chief Financial Officer, Brookfield International Bank Inc.   Barbados
             
Gregory N. McConnie, Manager and Deputy Chairman  

Wildey Business Park, 2nd Floor

Wildey

St. Michael, BB 14006

Barbados

  President and Chief Executive Officer, Brookfield International Bank Inc.   Barbados
             
Jane Sheere, Secretary  

73 Front Street

5th Floor

Hamilton, Bermuda

HM 12

 

Manager – Corporate Services,

Brookfield Bermuda

  Britain

 

 

  

SCHEDULE LXXV

Brookfield BPY Retail Holdings II LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Terry V. Gittens, Manager and President  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

  Chief Financial Officer, Brookfield International Bank Inc.   Barbados
             
Gregory N. McConnie, Manager and Deputy Chairman  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

  President and Chief Executive Officer, Brookfield International Bank Inc.   Barbados
             
Jane Sheere, Secretary  

73 Front Street

5th Floor

Hamilton, Bermuda

HM 12

 

Manager – Corporate Services,

Brookfield Bermuda

  Britain

 

 

  

SCHEDULE LXXVI

Brookfield BPY Retail Holdings III LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Terry V. Gittens, Manager and President  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

  Chief Financial Officer, Brookfield International Bank Inc.   Barbados
             
Gregory N. McConnie, Manager and Deputy Chairman  

Wildey Business Park, 2nd
Floor

Wildey

St. Michael, BB 14006

Barbados

  President and Chief Executive Officer, Brookfield International Bank Inc.   Barbados
             
Jane Sheere, Secretary  

73 Front Street

5th Floor

Hamilton, Bermuda

HM 12

 

Manager – Corporate Services,

Brookfield Bermuda

  Britain

 

 

  

SCHEDULE LXXVII

BPY Retail IV LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship
             
Terry V. Gittens, Manager and President  

Wildey Business Park, 2nd Floor

Wildey

St. Michael, BB 14006

Barbados

  Chief Financial Officer, Brookfield International Bank Inc.   Barbados
             
Gregory N. McConnie, Manager and Deputy Chairman  

Wildey Business Park, 2nd Floor

Wildey

St. Michael, BB 14006

Barbados

  President and Chief Executive Officer, Brookfield International Bank Inc.   Barbados
             
Jane Sheere, Secretary  

73 Front Street

5th Floor

Hamilton, Bermuda

HM 12

 

Manager – Corporate Services,

Brookfield Bermuda

  Britain

  

 

  

SCHEDULE LXXVIII

Brookfield Retail Holdings Warrants LLC

 

Name and Position of Officer
or Director
  Principal Business Address   Principal Occupation or
Employment
  Citizenship

 

This entity is member managed by Brookfield Asset Management Private Institutional Capital Adviser US, LLC (“BAMPIC US”)

 

The information set out below relates to the Officers and Directors of BAMPIC US.

 

Richard B. Clark, Director and Chairman   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner and Chairman   USA
             
Brian W. Kingston, Director and Chief Executive Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Senior Managing Partner   Canada
             
John Stinebaugh, Director and Chief Operating Officer   Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
  Managing Partner   USA
             

Bryan Davis, Chief Financial Officer

 

  Brookfield Place
250 Vesey Street, 15th Floor New York, NY 10281
 

Chief Financial Officer

 

  Canada