Filing Details

 

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

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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);

 

 

(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;

 

 

(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.

 

 

(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 8^th 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.

 

 

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.

 

 

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.

 

 

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.

 

 

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