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Filing Details

Accession Number:: 0000899243-18-000388
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-01-03 20:56:24
Reporting Period:: 2017-12-29

Accepted Time:: 2018-01-03 20:56:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1498828	Howard Hughes Corp	HHC	()	1231

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1056513	A William Ackman	888 Seventh Avenue 42Nd Floor New York NY 10019	Yes	No	No	No
1336477	Ps Management Gp, Llc	888 Seventh Avenue 42Nd Floor New York NY 10019	Yes	No	No	No
1336528	Pershing Square Capital Management, L.p.	888 Seventh Avenue 42Nd Floor New York NY 10019	Yes	No	No	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	Disposition	2018-01-02	2,500,000	$127.86	2,204,534	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	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	Cash Settled Total Return Swaps (call equivalent position)	Disposition	2017-12-29	9	$0.00	4,649,839	$122.84
Common Stock, Par Value $0.01 Per Share	Cash Settled Total Return Swaps (call equivalent position)	Disposition	2017-12-29	1	$0.00	750,000	$122.84
Common Stock, Par Value $0.01 Per Share	Cash Settled Total Return Swaps (call equivalent position)	Acquisiton	2017-12-29	9	$0.00	4,649,839	$122.84
Common Stock, Par Value $0.01 Per Share	Cash Settled Total Return Swaps (call equivalent position)	Acquisiton	2017-12-29	1	$0.00	750,000	$131.27

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2019-05-31	Yes	4	J	Indirect
0	2017-12-29	Yes	4	J	Indirect
9	2019-12-02	Yes	4	J	Indirect
1	2019-12-02	Yes	4	J	Indirect

Footnotes

In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and PS International, the "Pershing Square Funds").
Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Ackman's position as Chief Executive Officer of Pershing Square and managing member of PS Management, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
This Form 4 is being filed as a result of the sale of common stock, the extension of swaps and ordinary course rebalancing transactions among the Pershing Square Funds. The extension of swaps and ordinary course rebalancing transactions were effected at the same time on December 29, 2017, and the sale of common stock was effected on January 2, 2018. One swap of a Pershing Square Fund was cash settled and replaced at another Pershing Square Fund with a new swap maturing on December 2, 2019; the other swaps remained in place and were amended to extend their maturities to December 2, 2019 (except that a portion of one swap covering a number of notional shares equal to the maximum number that may be sold under Rule 144 volume restrictions as of a specified date, as determined by the calculation agent for the swap, matures on July 5, 2018).
Mr. Ackman, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of Pershing Square, PS Management, the Pershing Square Funds and Pershing Square GP, LLC. As a result, each of those entities are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
The total return swaps referred to in Table II do not give the Reporting Persons or the Pershing Square Funds direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer.