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 Insider Title 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
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
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 Exercise Date 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
  1. 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").
  2. 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").
  3. 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.
  4. 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).
  5. 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.
  6. 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.