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Filing Details

Accession Number:: 0001104659-10-058221
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-11-12 18:53:56
Reporting Period:: 2010-11-09

Filing Date:: 2010-11-12
Accepted Time:: 2010-11-12 18:53:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1498828	Howard Hughes Corp	HHC	Real Estate Investment Trusts (6798)	364673192

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1056513	A William Ackman	C/O Pershing Square Capital Mgmt. L.p. 888 Seventh Avenue, 42Nd Floor New York NY 10019		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2010-11-09	1,212,309	$47.62	3,568,017	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.01 Per Share	Warrants	Acquisiton	2010-11-09	1,916,667	$0.00	1,916,667	$50.00
Common Stock, Par Value $0.01 Per Share	Cash-Settled Total Return Swap	Acquisiton	2010-11-09	1	$0.00	1,146,998	$36.50
Common Stock, Par Value $0.01 Per Share	Cash-Settled Total Return Swap	Acquisiton	2010-11-09	1	$0.00	1,250,836	$35.26
Common Stock, Par Value $0.01 Per Share	Cash-Settled Total Return Swap	Acquisiton	2010-11-09	1	$0.00	1,501,002	$36.08
Common Stock, Par Value $0.01 Per Share	Cash-Settled Total Return Swap	Acquisiton	2010-11-09	1	$0.00	1,501,003	$38.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,916,667	2010-11-09	2017-11-09	No	4	J	Indirect
1		2012-08-29	Yes	4	J	Indirect
2		2015-10-29	Yes	4	J	Indirect
3		2013-01-31	Yes	4	J	Indirect
4		2012-11-09	Yes	4	J	Indirect

Footnotes

Reflects shares of common stock of The Howard Hughes Corporation (the "Company") purchased pursuant to an investment agreement between General Growth Properties, Inc. ("Old GGP") and Pershing Square Capital Management, L.P. for the accounts of Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd. (the "Investment Agreement"). These shares of common stock are held for the accounts of Pershing Square, L.P., Pershing Square II, L.P., and Pershing Square International Ltd. (including shares held for the account of its wholly owned subsidiary, PSRH, Inc.) (collectively, the "Pershing Square Funds"). PS Management GP, LLC ("PS Management") is the general partner of Pershing Square Capital Management, L.P. ("Pershing Square"), which acts as investment advisor to the Pershing Square Funds. Pershing Square GP, LLC ("Pershing Square GP") is the general partner of each of Pershing Square, L.P. and Pershing Square II, L.P. (Continued in footnote 2)
By virtue of his position as managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the securities listed in Tables I and II.
Includes 2,355,708 shares of common stock of the Company received by the Pershing Square Funds pursuant to the completion of the spin-off of the Company from Old GGP and the distribution of the Company's common stock and the common stock of the reorganized successor to Old GGP ("New GGP") to holders of Old GGP common stock on November 9, 2010.
Reflects warrants acquired by the Pershing Square Funds pursuant to a warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Company. The warrants are immediately exercisable from the date of issuance on a net share basis. The Warrants were acquired by the Pershing Square Funds pursuant to the terms of the Investment Agreement, which included an aggregate equity and debt investment by the Pershing Square Funds of approximately $1.06 billion.
Each of the Pershing Square Funds entered into various cash-settled total return swaps (each a "Swap") with respect to a notional number of shares of Old GGP common stock prior to the spin-off of the Company from Old GGP. Immediately following the spin-off and for no additional consideration, each outstanding Swap was converted into a new cash-settled total return swap relating to notional shares of New GGP common stock and a separate cash-settled total return swap relating to notional shares of Company common stock (each an "HHC Swap"). (Continued in footnote 6)
Generally, at the expiration date of each HHC Swap (as set forth in Table II) (i) the applicable Pershing Square Fund is obligated to pay the counterparty, in cash, an amount based on the decrease in price of the Company's shares of common stock from the reference price set forth in Table II, or (ii) the counterparty is obligated to pay the applicable Pershing Square Fund, in cash, an amount based on the increase in price of the Company's shares of common stock from the reference price set forth in Table II. The HHC Swaps do not give any of Mr. Ackman, the Pershing Square Funds, PS Management, Pershing Square or Pershing Square GP direct or indirect voting, investment or dispositive control over any securities of the Company and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Company.