GGP SCHEDULE 13D/A (Activist Acquisition of More Than 5% of Shares)

SecurityGGP / GGP, Inc.
Form TypeSC 13D/A
File Date2017-10-11

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. 17)

 

 

 

GGP Inc.

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

36174X101

(CUSIP Number)

 

 

 

A.J. Silber

Brookfield Asset Management, Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Telephone: (416) 359-8598

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copy to:

 

Gregory B. Astrachan, Esq.

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

(212) 728−8000

 

 

 

October 6, 2017

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

 

CUSIP No. 36174X101   Page  2  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Asset Management Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

327,053,880*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

327,053,880*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

327,053,880*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.4%*

14

TYPE OF REPORTING PERSON

 

CO

* See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  3  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Partners Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

327,053,880*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

327,053,880*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

327,053,880*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.4%*

14

TYPE OF REPORTING PERSON

 

CO

* See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  4  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPG Holdings Group Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  5  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPG Holdings Group (US) Holdings Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  6  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Holdings Canada Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

116,485,332*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

116,485,332*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

116,485,332*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.2%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  7  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Asset Management Private Institutional Capital Adviser US, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

116,485,332*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

116,485,332*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

116,485,332*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.2%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  8  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield US Holdings Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

116,485,332*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

116,485,332*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

116,485,332*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.2%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  9  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield US Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

116,485,332*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

116,485,332*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

116,485,332*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.2%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  10  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BUSC Finance LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

116,485,332*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

116,485,332*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

116,485,332*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.2%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  11  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Group LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

116,485,332*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

116,485,332*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

116,485,332*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.2%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  12  of  42 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings VII LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

79,094,965*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

79,094,965*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

79,094,965*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.3%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  13  of  42 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings II Sub III LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

351,958*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

351,958*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

351,958*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.04%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  14  of  42 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings III Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

403,716*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

403,716*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

403,716*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.04%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  15  of  42 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-A Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,374,254*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,374,254*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

5,374,254*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.6%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  16  of  42 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-B Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

92,828*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

92,828*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

92,828*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.01%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  17  of  42 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-C Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,842,703*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,842,703*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,842,703*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  18  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-D Sub II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,849,568*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,849,568*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,849,568*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  19  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BW Purchaser, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

12,989,228*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

12,989,228*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

12,989,228*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  20  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Partners Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  21  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Partners L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  22  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  23  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Holdings Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  24  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 1 ULC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  25  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Split Corp.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  26  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings I LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  27  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

224,953,542*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

224,953,542*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

224,953,542*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.7%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  28  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings III LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

70,114,877*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

70,114,877*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

70,114,877*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.4%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  29  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Retail Holdings Warrants LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

24,063,298*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

24,063,298*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

24,063,298*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  30  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Retail III LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

89,028,663*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

89,028,663*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

89,028,663*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.4%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  31  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Retail IV LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

61,444,210*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

61,444,210*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

61,444,210*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.5%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  32  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Office Properties Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  33  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

1706065 Alberta ULC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  34  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Holding Limited Liability Company

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hungary

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  35  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Properties, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

CO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  36  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Properties Subco LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  37  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BOP (US) LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

323,641,838*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

323,641,838*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

323,641,838*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.0%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  38  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings II Subco LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

53,000,412*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

53,000,412*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

53,000,412*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

CUSIP No. 36174X101   Page  39  of  42 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

New Brookfield BPY Retail Holdings II LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

134,900,604*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

134,900,604*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

134,900,604*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.2%*

14

TYPE OF REPORTING PERSON

 

OO

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item 5.

 

 

 

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 17”) amends the Schedule 13D filed on November 19, 2010 (the “Original Schedule 13D”) and amended on November 24, 2010 (“Amendment No. 1”), January 19, 2011 (“Amendment No. 2”), January 28, 2011 (“Amendment No. 3”), May 12, 2011 (“Amendment No. 4”), August 27, 2012 (“Amendment No. 5”), September 11, 2012 (“Amendment No. 6”), January 3, 2013 (“Amendment No. 7”), April 16, 2013 (“Amendment No. 8”), August 9, 2013 (“Amendment No. 9”), November 5, 2013 (“Amendment No. 10”), November 14, 2013 (“Amendment No. 11”), February 8, 2014 (“Amendment No. 12”), February 6, 2015 (“Amendment No. 13”), July 19, 2016 (“Amendment No. 14”), August 21, 2016 (“Amendment No. 15”) and August 2, 2017 (“Amendment No. 16”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 17 relates to the common stock, par value $0.01 per share (“Common Stock”), of GGP Inc. (formerly General Growth Properties, Inc.), a Delaware corporation (the “Company”).

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of this Schedule 13D is hereby amended to include the following:

 

On October 6, 2017, the Reporting Persons exercised or caused to be exercised the Warrants beneficially owned thereby. On October 11, 2017, the exercised Warrants were settled in accordance with the terms of the Warrant Agreement and shares of Common Stock were acquired by such Reporting Persons as described in Item 4 of this Amendment No. 17. The descriptions of the transactions set forth in Item 4 of this Amendment No. 17 are hereby incorporated by reference into Item 3.

 

Item 4. Purpose of the Transaction

 

Item 4 of this Schedule 13D is hereby amended to include the following:

 

On October 6, 2017, the Reporting Persons exercised or caused to be exercised the Warrants beneficially owned thereby in the amounts, and using the settlement method, as set forth in the table below. Warrants to acquire an aggregate of 55,296,573 shares of Common Stock were settled in accordance with the terms of the Warrant Agreement using the full physical settlement method (which requires the applicable holder of the Warrants to pay, in cash, the aggregate exercise price applicable to the Warrants held thereby). Warrants to acquire an aggregate of 22,006,185.41 shares of Common Stock were settled in accordance with the terms of the Warrant Agreement using the net share settlement method (pursuant to which the Company withheld an aggregate of 8,482,487.40 shares of Common Stock, valued at the closing price for the Common Stock on October 6, 2017 of $21.21, to satisfy the aggregate exercise price, issued to the applicable holder 13,523,695 shares of Common Stock and paid cash to the applicable holder for fractional shares of Common Stock). Following the exercise of the Warrants on October 6, 2017, the Reporting Persons no longer hold any Warrants.

 

Holder   Warrants Exercised     Shares of Common Stock
underlying Warrants
    Exercise Price per
Share
    Settlement
Method
  Shares of
Common
Stock
Received
    Aggregate
Exercise Price
 
BRH Warrants     18,714,651       24,063,298     $ 8.3621     Full Physical     24,063,298     $ 201,219,706.34  
BWP     16,428,571       21,123,856     $ 8.1678     Net Share     12,989,228       N/A  
BRH V-B     88,444       113,721     $ 8.3621     Net Share     68,886       N/A  
BRH V-D     597,766       768,607     $ 8.3621     Net Share     465,581       N/A  
BRH II Sub     64,209       82,559     $ 8.3621     Full Physical     82,559     $ 690,374.41  
BRH III Sub     73,653       94,703     $ 8.3621     Full Physical     94,703     $ 791,916.19  
BRH IV-A Sub     1,139,373       1,465,005     $ 8.3621     Full Physical     1,465,005     $ 12,250,525.03  
BRH IV-B Sub     16,996       21,853     $ 8.3621     Full Physical     21,853     $ 182,740.79  
BRH IV-C Sub     387,205       497,868     $ 8.3621     Full Physical     497,868     $ 4,163,223.58  
BRH IV-D Sub     387,205       497,868     $ 8.3621     Full Physical     497,868     $ 4,163,223.58  
BPY Holdings I     22,222,290       28,573,419     $ 8.3621     Full Physical     28,573,419     $ 238,933,799.41  

 

  40  

 

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a)-(c) of the Schedule 13D is hereby amended in its entirety as follows:

 

(a)-(b) As of the close of business on October 11, 2017, the Investment Vehicles directly held and beneficially owned the shares of Common Stock indicated in the following table. Each of the Investment Vehicles shares voting and investment power as indicated in the paragraphs below the table. All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the 882,003,440 shares of Common Stock reported by the Company as outstanding, as of August 1, 2017, in its quarterly report on Form 10-Q filed with the SEC on August 3, 2017, plus the number of shares of Common Stock issued upon the exercise of the Warrants.

 

Investment Vehicle   Common Stock     Beneficial Ownership  
BRH VII     79,094,965       8.3 %
BRH Warrants     24,063,298       2.5 %
BRH II Sub     351,958       0.04 %
BRH III Sub     403,716       0.04 %
BRH IV-A Sub     5,374,254       0.6 %
BRH IV-B Sub     92,828       0.01 %
BRH IV-C Sub     1,842,703       0.2 %
BRH IV-D Sub     1,849,568       0.2 %

 

As managing member or general partner, as applicable, of each of the Investment Vehicles, BAMPIC US may be deemed to beneficially own all 113,073,290 shares of Common Stock owned by the Investment Vehicles, collectively representing approximately 11.9% of the shares of Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BUSC Finance, BPG, BUSHI, BUSC, BHC, Brookfield and Partners Limited may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock.

 

BPY III is the controlling non-managing member of each Investment Vehicle (other than BRH Warrants). As of the close of business on October 11, 2017, BPY III directly held 18,671 shares of Common Stock, representing approximately 0.002% of the shares of Common Stock, and BPY III may be deemed to share voting and investment power with respect to the 89,028,663 shares of Common Stock owned by the Investment Vehicles (which excludes the shares of Common Stock held by BRH Warrants), representing approximately 9.4% of the shares of Common Stock. As direct and indirect controlling persons of BPY III, each of BPY Holdings II, BPY Holdings I, CanHoldco, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, Brookfield, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, CanHoldco 1, Split Corp and New LLC 1 may be deemed to share with BPY III beneficial ownership of such shares of Common Stock.

 

As of the close of business on October 11, 2017, BPY Retail II LLC, a Delaware limited liability company (“BPY II”), directly held 8,670,667 shares of Common Stock, representing approximately 0.9% of the shares of Common Stock, and BPY Retail VI LLC, a Delaware limited liability company (“BPY VI”), directly held 37,191,170 shares of Common Stock, representing approximately 3.9% of the shares of Common Stock. As indirect controlling persons of BPY II and BPY VI, each of New LLC 1, BPY Holdings II, BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY II and BPY VI beneficial ownership of such shares of Common Stock.

 

As of the close of business on October 11, 2017, BPY Retail I LLC, a Delaware limited liability company (“BPY I”), directly held 10,104 shares of Common Stock, representing approximately 0.001% of the shares of Common Stock. As direct and indirect controlling persons of BPY I, each of BPY Holdings II, BPY Holdings I, CanHoldco, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, Brookfield, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, CanHoldco 1, Split Corp and New LLC 1 may be deemed to share with BPY I beneficial ownership of such shares of Common Stock.

 

As of the close of business on October 11, 2017, Brookfield Retail Holdings V Fund B LP (“BRH V-B”) directly held 439,768 shares of Common Stock, representing approximately 0.05% of the shares of Common Stock, and Brookfield Retail Holdings V Fund D LP (“BRH V-D”) directly held 2,972,274 shares of Common Stock, representing approximately 0.3% of the shares of Common Stock. As direct and indirect controlling persons of BRH V-B and BRH V-D, each of BUSC Finance, BPG, BAMPIC US, BUSHI, BUSC, BHC, Partners Limited and Brookfield may be deemed to share with BRH V-B and BRH V-D beneficial ownership of such shares of Common Stock.

 

  41  

 

 

As of the close of business on October 11, 2017, BPY IV directly held 61,444,210 shares of Common Stock, representing approximately 6.5% of the shares of Common Stock, and BPY Retail V LLC, a Delaware limited liability company (“BPY V LLC”), directly held 8,670,667 shares of Common Stock, representing approximately 0.9% of the shares of Common Stock. As direct and indirect controlling persons of BPY IV and BPY V, each of BPY Holdings III, BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY IV and BPY V beneficial ownership of such shares of Common Stock.

  

As of the close of business on October 11, 2017, New GGP Subco directly held 53,000,412 shares of Common Stock, representing approximately 5.6% of the shares of Common Stock. As direct and indirect controlling persons of New GGP Subco, each of BPY Holdings I, CanHoldco, BPO, Alberta ULC, BPY Holdings II, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with New GGP Subco beneficial ownership of such shares of Common Stock.

 

As of the close of business on October 11, 2017, BPY Holdings I directly held 28,573,419 shares of Common Stock, representing approximately 3.0% of the shares of Common Stock. As direct and indirect controlling persons of BPY Holdings I, each of CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY Holdings I beneficial ownership of such shares of Common Stock.

 

As of the close of business on October 11, 2017, BWP directly held 12,989,228 shares of Common Stock, representing approximately 1.4% of the shares of Common Stock. As direct and indirect controlling persons of BWP, each of BPY Holdings II, BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BWP beneficial ownership of such shares of Common Stock.

 

None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock.

 

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Act and Rule 13d-5(b)(1) thereunder and each member of the “group” may be deemed to beneficially own all shares of Common Stock held by all members of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 327,053,880 shares of Common Stock, constituting beneficial ownership of 34.4% of the shares of Common Stock. Each of the Investment Vehicles and other Reporting Persons directly holding shares of Common Stock expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock held by each of the other Investment Vehicles and Reporting Persons. 

  

(c) None of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock during the past sixty days, except as described above in Item 4 of this Amendment No. 17, which is incorporated herein by reference.

 

  42  

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 11, 2017 BROOKFIELD ASSET MANAGEMENT INC.
     
  By: /s/ Aleks Novakovic
    Name: Aleks Novakovic
    Title: Managing Partner
     
   
Dated: October 11, 2017 PARTNERS LIMITED
   
  By: /s/ Brian Lawson
    Name: Brian Lawson
    Title: President
     
Dated: October 11, 2017 BPG HOLDINGS GROUP INC.
     
  By: /s/ Sujoy Gupta
    Name: Sujoy Gupta
    Title: Vice President
     
Dated: October 11, 2017 BPG HOLDINGS GROUP (US) HOLDINGS INC.
     
  By: /s/ Sujoy Gupta
    Name: Sujoy Gupta
    Title: Vice President
     
Dated: October 11, 2017 Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
   
Dated: October 11, 2017 BROOKFIELD HOLDINGS CANADA INC.
     
  By: /s/ A.J. Silber
    Name: A.J. Silber
    Title: Vice President

 

Dated: October 11, 2017 BROOKFIELD PROPERTY PARTNERS LIMITED
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 

 

 

Dated: October 11, 2017 Brookfield Property PARTNERS L.P.
     
  By: Brookfield Property Partners Limited, its general partner
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: October 11, 2017 Brookfield Property L.P.
     
  By: Brookfield Property Partners L.P., its managing general partner
     
  By: Brookfield Property Partners Limited, its general partner
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

Dated: October 11, 2017 BROOKFIELD BPY HOLDINGS INC.
     
  By: /s/ Allen Yi
    Name: Allen Yi
    Title: Assistant Secretary

 

 

 

 

Dated: October 11, 2017 BROOKFIELD BPY RETAIL HOLDINGS I LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary
     
Dated: October 11, 2017 Brookfield BPY Retail Holdings II LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary

 

Dated: October 11, 2017 BPY Retail III LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary

 

Dated: October 11, 2017 Brookfield Retail Holdings VII LLC
     
  By: Brookfield Asset Management Private
Institutional Capital Adviser US, LLC,
its manager
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     

 

 

 

 

Dated: October 11, 2017 BROOKFIELD RETAIL HOLDINGS WARRANTS LLC
     
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     

 

Dated: October 11, 2017 BROOKFIELD BPY RETAIL HOLDINGS III LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary
     
Dated: October 11, 2017 BPY RETAIL IV LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary

 

Dated: October 11, 2017 BROOKFIELD RETAIL HOLDINGS II SUB III LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     

 

 

 

 

Dated: October 11, 2017 BROOKFIELD RETAIL HOLDINGS III SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     

 

Dated: October 11, 2017 BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC
     
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     
     
Dated: October 11, 2017 BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC
     
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     

 

 

 

 

Dated: October 11, 2017 BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC
     
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     

 

Dated: October 11, 2017 BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC
     
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner
     

 

Dated: October 11, 2017 BW PURCHASER, LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary

 

Dated: October 11, 2017 Brookfield US Holdings Inc.
     
  By: /s/ A.J. Silber
    Name: A.J. Silber
    Title: Vice President

 

 

 

 

Dated: October 11, 2017 Brookfield US Corporation
     
  By: /s/ Josh Zinn
    Name: Josh Zinn
    Title: Vice President
     
Dated: October 11, 2017 BUSC FINANCE LLC
     
  By: /s/ Josh Zinn
    Name: Josh Zinn
    Title: Vice President
     
Dated: October 11, 2017 BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary

 

Dated: October 11, 2017 NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary
     
Dated: October 11, 2017 BROOKFIELD OFFICE PROPERTIES INC.
     
  By: /s/ Keith Hyde
    Name: Keith Hyde
    Title: Vice President, Taxation
     
Dated: October 11, 2017 1706065 ALBERTA ULC
     
  By: /s/ Keith Hyde
    Name: Keith Hyde
    Title: Vice President, Taxation

 

 

 

 

Dated: October 11, 2017 BROOKFIELD HOLDING LIMITED LIABILITY COMPANY
     
  By: /s/ Dr. László Csontos
    Name: Dr. László Csontos
    Title: Managing Director
     

 

Dated: October 11, 2017 BROOKFIELD PROPERTIES, INC.
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary
     
Dated: October 11, 2017 BOP (US) LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary

 

Dated: October 11, 2017 BROOKFIELD PROPERTIES SUBCO LLC
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Senior Vice President and Secretary

 

Dated: October 11, 2017 BROOKFIELD PROPERTY GROUP LLC
     
  By: /s/ Murray Goldfarb
    Name: Murray Goldfarb
    Title: Managing Partner

 

 

 

 

Dated: October 11, 2017 BPY CANADA SUBHOLDINGS 1 ULC
     
  By: /s/ Keith Hyde
    Name: Keith Hyde
    Title: President
     
Dated: October 11, 2017 BROOKFIELD PROPERTY SPLIT CORP.
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title: Secretary