Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. 15)

 

 

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

 

 

August 19, 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   332,127,544*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   332,127,544*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   332,127,544*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.6%*
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   332,127,544*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   332,127,544*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   332,127,544*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.6%*
14	TYPE OF REPORTING PERSON   CO

* See Item 5.

 

 

CUSIP No. 370023103

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SCHEDULE 13D

 

1	NAME OF REPORTING PERSONS   BPG Holdings Group 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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

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SCHEDULE 13D

 

1	NAME OF REPORTING PERSONS   BPG Holdings Group (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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. 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   115,644,646*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   115,644,646*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   115,644,646*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.7%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% 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   115,644,646*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   115,644,646*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   115,644,646*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.7%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% 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   115,644,646*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   115,644,646*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   115,644,646*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.7%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% 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   115,644,646*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   115,644,646*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   115,644,646*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.7%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% 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   115,644,646*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   115,644,646*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   115,644,646*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.7%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  11  of  45  Pages

 

SCHEDULE 13D

 

1	NAMES OF REPORTING PERSONS   Brookfield Retail Holdings VII LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   79,094,965*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   79,094,965*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   79,094,965*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.9%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  12  of  45  Pages

 

SCHEDULE 13D

 

1	NAMES OF REPORTING PERSONS   Brookfield Retail Holdings II Sub II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   348,318*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   348,318*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   348,318*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.04%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  13  of  45  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   399,539*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   399,539*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   399,539*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  14  of  45  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   5,309,652*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   5,309,652*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   5,309,652*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  15  of  45  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   91,864*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   91,864*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   91,864*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  16  of  45  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   1,820,748*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   1,820,748*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   1,820,748*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% 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   1,827,613*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   1,827,613*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   1,827,613*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% 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   20,192,356*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   20,192,356*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   20,192,356*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.2%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  19  of  45  Pages

 

SCHEDULE 13D

 

1	NAME OF REPORTING PERSONS   Brookfield Property Partners Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  20  of  45  Pages

 

SCHEDULE 13D

 

1	NAME OF REPORTING PERSONS   Brookfield Property Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  21  of  45  Pages

 

SCHEDULE 13D

 

1	NAME OF REPORTING PERSONS   Brookfield Property L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  22  of  45  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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  23  of  45  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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  24  of  45  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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  25  of  45  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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  26  of  45  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   230,949,481*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   230,949,481*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   230,949,481*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.8%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  27  of  45  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   þ
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  28  of  45  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   23,002,177*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   23,002,177*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   23,002,177*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  29  of  45  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   111,894,876*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   111,894,876*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   111,894,876*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  30  of  45  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   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.9%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  31  of  45  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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  32  of  45  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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  33  of  45  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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  34  of  45  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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  35  of  45  Pages

 

SCHEDULE 13D

 

1	NAME OF REPORTING PERSONS   Brookfield Properties 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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  36  of  45  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   328,377,774*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   328,377,774*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   328,377,774*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  37  of  45  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   þ
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.

 

 

CUSIP No. 370023103

Page  38  of  45  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   157,756,713*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   157,756,713*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   157,756,713*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.3%*
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 332,127,544 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% 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. 15”) 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”), February 6, 2015 (“Amendment No. 13”) and July 19, 2016 (“Amendment No. 14”) (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, Amendment No. 14 and Amendment No. 15 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 15 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. 15 to Schedule 13D is being filed to update the information in the Schedule 13D as a result of the matters set forth in Item 4 of this Amendment No. 15 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 this 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) BPG Holdings Group Inc. (“BPGH”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;

 

(ix) BPG Holdings Group (US) Holdings Inc. (“BPGUSH”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BPGH;

 

(x) Brookfield Property Partners Limited (“BP Partners Limited”), an exempted company formed under the laws of

 

 

Bermuda and the general partner of BPY (defined below);

 

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

 

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

 

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

 

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

 

(xv) 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;

 

(xvi) 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;

 

(xvii) 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;

 

(xviii) 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;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

  

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

(xxxvii) 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 Amendment No. 14 with respect to BPO, Schedule XLVII to Amendment No. 14 with respect to BPI, Schedule XLVIII to Amendment No. 14 with respect to BOP, Schedule XLIX to Amendment No. 14 with respect to New BPI Subco, Schedule L to Amendment No. 14 with respect to Alberta ULC, Schedule LI to Amendment No. 14 with respect to Brookfield Hold LLC, Schedule LII to Amendment No. 14 with respect to New GGP Subco, Schedule LIII to Amendment No. 14 with respect to New LLC 1, Schedule LIV to Amendment No. 14 with respect to BPG, Schedule LV to Amendment No. 14 with respect to Brookfield, Schedule LVI to Amendment No. 14 with respect to Partners Limited, Schedule LVII to Amendment No. 14 with respect to BRH II Sub, Schedule LVIII to Amendment No. 14 with respect to BRH III Sub, Schedule LIX to Amendment No. 14 with respect to BRH IV-A Sub, Schedule LX to Amendment No. 14 with respect to BRH IV-B Sub, Schedule LXI to Amendment No. 14 with respect to BRH IV-C Sub, Schedule LXII to Amendment No. 14 with respect to BRH IV-D Sub, Schedule LXIII to Amendment No. 14 with respect to BAMPIC US, Schedule LXIV with respect to Split Corp, Schedule LXV to Amendment No. 14 with respect to CanHoldco, Schedule LXVI to Amendment No. 14 with respect to CanHoldco 1, Schedule LXVII to Amendment No. 14 with respect to BP Partners Limited, Schedule LXVIII to Amendment No. 14 with respect to BUSHI, Schedule LXIX to Amendment No. 14 with respect to BHC, Schedule LXX to Amendment No. 14 with respect to BUSC, Schedule LXXI to Amendment No. 14 with respect to BWP, Schedule LXXII to Amendment No. 14 with respect to BPY III, Schedule LXXIII to Amendment No. 14 with respect to BRH VII, Schedule LXXIV to Amendment No. 14 with respect to BPY Holdings I, Schedule LXXV to Amendment No. 14 with respect to BPY Holdings II, Schedule LXXVI to Amendment No. 14 with respect to BPY Holdings III, Schedule LXXVII to Amendment No. 14 with respect to BPY IV, Schedule LXXVIII to Amendment No. 14 with respect to BRH Warrants, Schedule LXXIX to this Amendment No. 15 with respect to BPGH and Schedule LXXX to this Amendment No. 15 with respect to BPGUSH 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, BPGH, BPGUSH, 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 10281-1023.

 

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 Amendment No. 14 and Schedule LXXIX and Schedule LXXX to this Amendment No. 15 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, BPGH, BPGUSH, 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 Amendment No. 14 and Schedule LXXIX and Schedule LXXX to this Amendment No. 15 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 Amendment No. 14 and Schedule LXXIX and Schedule LXXX to this Amendment No. 15 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:

 

Future Fund

 

On August 19, 2016, BRH II Sub made an in-kind distribution of (i) 11,550,291 shares of Common Stock and (ii) Warrants to acquire 10,150,990 shares of Common Stock held by it to the Northern Trust Company, the custodian for Future Fund Board of Guardians (“Future Fund”), representing all of the shares of Common Stock and Warrants to acquire Common Stock owned by BRH II Sub that are beneficially owned by Future Fund.

 

ADIA

 

Pursuant to the terms of the Investment Management Agreement, dated as of October 31, 2013, by and between Revere Holdings Limited (“Revere”) and BAMPIC US (the “Investment Management Agreement”), BAMPIC US acted as the investment manager for the Abu Dhabi Investment Authority (“ADIA”) with respect to 29,721,074 shares of Common Stock and Warrants exercisable to purchase 6,820,677 shares of Common Stock owned by ADIA (collectively, the “ADIA Shares”) and had the authority to vote such shares and (under certain circumstances) to exercise such Warrants on behalf of ADIA.  On August 19, 2016, the Investment Management Agreement was terminated.  As a result of such termination, the ADIA Shares are no longer beneficially owned by any Reporting Person.

 

 

Item 5. Interest in Securities of the Issuer

 

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

 

(a)-(b) As of the close of business on August 19, 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 884,737,667 shares of Common Stock reported by the Company as outstanding, as of August 2, 2016, in its Quarterly Report on Form 10-Q filed with the SEC on August 4, 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				-				8.9	%
BRH Warrants			-				23,002,177				2.5	%
BRH II Sub			269,399				78,919				0.04	%
BRH III Sub			309,013				90,526				0.05	%
BRH IV-A Sub			3,909,249				1,400,403				0.6	%
BRH IV-B Sub			70,975				20,889				0.01	%
BRH IV-C Sub			1,344,835				475,913				0.2	%
BRH IV-D Sub			1,351,700				475,913				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 86,350,136 shares of Common Stock and Warrants to acquire 25,544,740 shares of Common Stock owned by the Investment Vehicles, collectively representing approximately 12.3% of the shares of Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BPG, BUSHI, BUSC, BHC, Brookfield and Partners Limited may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock and shares of Common Stock underlying such 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 86,350,136 shares of Common Stock and Warrants to acquire 25,544,740 shares of Common Stock owned by the Investment Vehicles, collectively representing approximately 12.3% 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, BPGH, BPGUSH, 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 shares of Common Stock underlying such Warrants.

 

As of the close of business on August 19, 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, BPGH, BPGUSH, 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 August 19, 2016, Brookfield Retail Holdings V Fund B LP (“BRH V-B”) directly held 374,591 shares of Common Stock and Warrants to acquire 108,706 shares of Common Stock, collectively representing approximately 0.05% of the shares of Common Stock, and Brookfield Retail Holdings V Fund D, LP (“BRH V-D”) directly held 2,531,759 shares of Common Stock and Warrants to acquire 734,714 shares of Common Stock, representing approximately 0.4% of the shares of Common Stock. As direct and indirect controlling persons of BRH V-B and BRH V-D, each of BPG, BAMPIC US, BUSHI, BUSC, BHC, Partners Limited and Brookfield may be deemed to share with BRH V-B and BRH V-D beneficial ownership of such shares of Common Stock and shares of Common Stock underlying such Warrants.

 

As of the close of business on August 19, 2016, BPY IV directly held 61,444,210 shares of Common Stock, representing approximately 6.9% 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, BPGH, BPGUSH, 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 August 19, 2016, New GGP Subco directly held 53,000,412 shares of Common Stock, representing approximately 6.0% of the shares of 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, BPGH, BPGUSH, 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 August 19, 2016, BPY Holdings I directly held Warrants to acquire 27,313,416 shares of Common Stock, representing approximately 3.0% of the shares of 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, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY Holdings I beneficial ownership of such shares of Common Stock underlying such Warrants.

 

As of the close of business on August 19, 2016, BWP directly held Warrants to acquire 20,192,356 shares of Common Stock, 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, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BWP beneficial ownership of such shares of Common Stock underlying such Warrants.

 

None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock or shares of Common Stock underlying such 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 shares of Common Stock underlying such Warrants held by all members of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 332,127,544 shares of Common Stock (which includes the 73,893,932 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by all Reporting Persons), constituting beneficial ownership of 34.6% 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 shares of Common Stock underlying such Warrants held by each of the other Investment Vehicles and Reporting Persons. 

  

(c) Except as otherwise described in Item 4 of this Amendment No. 15, none of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock since Amendment No. 14.

 

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 August 22, 2016, with respect to the joint filing of this Amendment No. 15 and any amendment or amendments hereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 35.

 

Item 7. Material To Be Filed as Exhibits

 

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

 

Exhibit 35

Joint Filing Agreement, dated as of August 22, 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,  Brookfield Property Split Corp., BPG Holdings Group Inc. and BPG Holdings Group (US) Holdings Inc.

 

 

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: August 22, 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: August 22, 2016	PARTNERS LIMITED
	By:	/s/ Brian Lawson
		Name: Brian Lawson
		Title: President
Dated: August 22, 2016	BPG HOLDINGS GROUP INC.
	By:	/s/ Sujoy Gupta
		Name: Sujoy Gupta
		Title: Vice President
Dated: August 22, 2016	BPG HOLDINGS GROUP (US) HOLDINGS INC.
	By:	/s/ Sujoy Gupta
		Name: Sujoy Gupta
		Title: Vice President
Dated: August 22, 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: August 22, 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: August 22, 2016	BROOKFIELD PROPERTY PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	Brookfield Property PARTNERS LP
	By: Brookfield Property Partners Limited, its general partner
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 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: August 22, 2016	BROOKFIELD BPY HOLDINGS INC.
	By:	/s/ Allen Yi
		Name: Allen Yi
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD BPY RETAIL HOLDINGS I LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	Brookfield BPY Retail Holdings II LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	BPY Retail III LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

 

 

Dated: August 22, 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: August 22, 2016	BROOKFIELD RETAIL HOLDINGS WARRANTS LLC
	By:	Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD BPY RETAIL HOLDINGS III LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	BPY RETAIL IV LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS II SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary

 

 

Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS III SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary

 

 

Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BW PURCHASER, LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	Brookfield US Holdings Inc.
	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Vice President
Dated: August 22, 2016	Brookfield US Corporation
	By:	/s/ Mark Srulowitz
		Name: Mark Srulowitz
		Title: President
Dated: August 22, 2016	BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD OFFICE PROPERTIES INC.
	By:	/s/ Keith Hyde
		Name: Keith Hyde
		Title: Vice President, Taxation
Dated: August 22, 2016	1706065 ALBERTA ULC
	By:	/s/ Keith Hyde
		Name: Keith Hyde
		Title: Vice President, Taxation

 

 

Dated: August 22, 2016	BROOKFIELD HOLDING LIMITED LIABILITY COMPANY
	By:	/s/ László Csontos
		Name: Dr. László Csontos
		Title: Managing Director
	By:	/s/ Eamonn John O’Dea
		Name: Eamonn John O’Dea
		Title: Managing Director
Dated: August 22, 2016	BROOKFIELD PROPERTIES, INC.
	By:	/s/ Michelle L. Campbell
		Name: Michelle L. Campbell
		Title: Senior Vice President and Secretary
Dated: August 22, 2016	BOP (US) LLC
	By:	/s/ Michelle L. Campbell
		Name: Michelle L. Campbell
		Title: Senior Vice President and Secretary
Dated: August 22, 2016	BROOKFIELD PROPERTIES SUBCO LLC
	By:	/s/ Michelle L. Campbell
		Name: Michelle L. Campbell
		Title: Senior Vice President and Secretary
Dated: August 22, 2016	BROOKFIELD PROPERTY GROUP LLC
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
Dated: August 22, 2016	BPY CANADA SUBHOLDINGS 1 ULC
	By:	/s/ Keith Hyde
		Name: Keith Hyde
		Title: Vice President, Taxation
Dated: August 22, 2016	BROOKFIELD PROPERTY SPLIT CORP.
	By:	/s/ Michelle L. Campbell
		Name: Michelle L. Campbell
		Title: Secretary

 

 

SCHEDULE LXXIX BPG Holdings Group Inc.

 

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Sujoy Gupta, Director and Vice President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Vice President, Finance		Canada
Murray Goldfarb, Director and Senior Vice President, Legal		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Managing Partner		USA
David D. Arthur, Director and Head of North American Investments		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Managing Partner, President, Strategic Initiatives		Canada

 

 

SCHEDULE LXXX BPG Holdings Group (US) Holdings Inc.

 

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Sujoy Gupta, Director and Vice President		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Vice President, Finance		Canada
Murray Goldfarb, Director and Senior Vice President, Legal		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Managing Partner		USA
David D. Arthur, Director and Head of North American Investments		Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3		Managing Partner, President, Strategic Initiatives		Canada