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Filing Details

Accession Number:: 0001144204-16-112201
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2016-07-08 15:08:22
Reporting Period:: 2016-07-05

Filing Date:: 2016-07-08
Accepted Time:: 2016-07-08 15:08:22
Original Submission Date:: 2013-11-05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1528558	Rouse Properties Inc.	RSE	Real Estate (6500)	900750824

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1560282	Ltd Partners Property Brookfield	Brookfield Place 250 Vesey Street, 15Th Floor New York NY 10281		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

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	Disposition	2016-07-05	19,387,625	$18.25	0	No	4	S	Indirect	See footnote
Series I Preferred Stock Par Value $0.01	Acquisiton	2016-07-05	19,387,625	$18.25	19,387,625	No	4	P	Indirect	See footnote
Common Stock Par Value $0.01	Acquisiton	2016-07-06	38,499,817	$18.25	333	No	4	P	Indirect	See footnote

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

Footnotes

Pursuant to the Exchange Agreement entered into by and among Rouse Properties, Inc. ("Rouse") and Brookfield Retail Holdings VII LLC, New Brookfield Retail Holdings R2 LLC, Brookfield BPY Retail Holdings II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings II 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 and Brookfield Retail Holdings IV-D Sub II LLC (collectively, the "Exchange Parties"), dated February 25, 2016 (the "Exchange Agreement"), on July 5, 2016 the Exchange Parties contributed, assigned, transferred and delivered to Rouse an aggregate of 19,387,625 common shares of Rouse owned by the Exchange Parties in exchange for the issuance of 19,387,625 shares of Series I Preferred Stock of Rouse (the "Exchange Shares").
Following the consummation of the Merger (as described more fully below), the Exchange Shares were, through a series of transactions among affiliates of Brookfield Property Partners Limited (the "Contribution Transactions"), contributed to Parent (as defined below). Brookfield Property Partners Limited disposed of the 19,387,625 common shares of Rouse, and acquired and subsequently disposed of the Exchange Shares, in each case, indirectly through the its affiliates through the contribution and exchange under the Exchange Agreement and the Contribution Transactions. A copy of the Exchange Agreement is filed as Exhibit 10.2 to Rouse's Current Report on Form 8-K filed February 29, 2016.
Pursuant to the Agreement and Plan of Merger by and among Rouse, BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P. and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the Merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation").
Upon the consummation of the Merger, each outstanding share of common stock of Rouse, par value $0.01, was cancelled and each outstanding share of common stock of Acquisition Sub, par value $0.01, was converted into one share of common stock of the Surviving Corporation ("Surviving Corporation Common Stock"). Consequently, Brookfield Property Partners Limited indirectly acquired, though its affiliates and Parent, 33.276% of the 1,000 outstanding shares of Acquisition Sub Common Stock. A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016.