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Filing Details

Accession Number:: 0000899243-20-015508
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-06-05 17:04:56
Reporting Period:: 2020-06-03

Accepted Time:: 2020-06-05 17:04:56
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	787 Eleventh Avenue 9Th Floor New York NY 10019	Yes	No	Yes	No
1336477	Ps Management Gp, Llc	787 Eleventh Avenue 9Th Floor New York NY 10019	Yes	No	Yes	No
1336528	Pershing Square Capital Management, L.p.	787 Eleventh Avenue 9Th 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	Disposition	2020-06-03	1,749,072	$58.66	10,448,317	No	4	S	Indirect	See footnotes
Common Stock, Par Value $0.01 Per Share	Acquisiton	2020-06-03	469,691	$115.00	10,918,008	No	4	C	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	C	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	OTC Equity Forward (call equivalent position)	Disposition	2020-06-03	7	$0.00	4,189,446	$115.00
Common Stock, Par Value $0.01 Per Share	OTC Put Option (call equivalent position)	Acquisiton	2020-06-03	2,057,000	$17.82	2,057,000	$75.08
Common Stock, Par Value $0.01 Per Share	OTC Put Option (call equivalent position)	Acquisiton	2020-06-03	2,057,000	$25.70	2,057,000	$82.71
Common Stock, Par Value $0.01 Per Share	OTC Put Option (call equivalent position)	Acquisiton	2020-06-03	1,405,500	$21.76	1,405,500	$79.07
Common Stock, Par Value $0.01 Per Share	OTC Put Option (call equivalent position)	Acquisiton	2020-06-03	1,405,500	$34.76	1,405,500	$91.63

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2020-06-03	Yes	4	C	Indirect
2,057,000	2021-01-06	2021-01-06	No	4	S	Indirect
2,057,000	2021-08-11	2021-08-11	No	4	S	Indirect
1,405,500	2021-01-06	2021-01-06	No	4	S	Indirect
1,405,500	2021-08-11	2021-08-11	No	4	S	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 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 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, cash and physical settlement of forward contracts (previously reported on the Form 4 dated December 4, 2019 for transactions as of December 2, 2019), and the sale of over-the-counter European-style put options ("Puts"). The sale of common stock, cash and physical settlement of forward contracts, and the sale of the Puts were effected at the same time on June 3, 2020. The sale of the common stock was conducted at the June 3, 2020 market closing price of $58.66 ("Reference Price"); the cash settlement of certain forward contracts was conducted at the same Reference Price (versus the forward price of $115.00); and the Puts were executed based on the same Reference Price. Further details are set forth Pershing Square's Schedule 13D dated the date of this Form 4.
(Continued from footnote 4) In the case of the physical settlement of certain forwards, the resulting acquisition of common stock was based on the forward price of $115.00 and is exempt from the provisions of Section 16 and the rules promulgated thereunder. The Puts 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.
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.