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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (right to buy) (1) | $ 9.6362 | 01/28/2013(1) | S | 2,500,000 (1) | 11/09/2010 | 11/09/2017 | Common Stock | 2,805,000 | (1) | 0 | I | See footnotes (2) (3) (4) (5) | |||
| Warrants (right to buy) (1) | $ 9.4122 | 01/28/2013(1) | S | 2,500,000 (1) | 11/09/2010 | 11/09/2017 | Common Stock | 2,805,000 | (1) | 0 | I | See footnotes (2) (3) (4) (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Schreiber John C/O GENERAL GROWTH PROPERTIES, INC. 110 NORTH WACKER DRIVE CHICAGO, IL 60606 |
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| Stacie L. Herron, by power of attorney | 01/30/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to a Warrant Purchase Agreement, dated as of January 28, 2013, General Growth Properties Limited Partnership, a subsidiary of the Issuer, agreed to acquire the warrants to purchase shares of common stock, par value $0.01 per share ("Common Stock") of the Issuer, held by Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone GGP Principal Transaction Partners L.P. and Blackstone Real Estate Holdings VI L.P. (collectively, the "Blackstone Funds"). The aggregate purchase price for such warrants is $68,722,500. |
| (2) | Blackstone Real Estate Partners VI L.P. directly owned warrants to purchase 2,295,977 shares of Common Stock, Blackstone Real Estate Partners (AIV) VI L.P. directly owned warrants to purchase 19,572 shares of Common Stock, Blackstone Real Estate Partners VI.F L.P. directly owned warrants to purchase 1,030,523 shares of Common Stock, Blackstone Real Estate Partners VI.TE.1 L.P. directly owned warrants to purchase 628,814 shares of Common Stock, (continued in footnote 3) |
| (3) | Blackstone Real Estate Partners VI.TE.2 L.P. directly owned warrants to purchase 1,338,843 shares of Common Stock, Blackstone Real Estate Holdings VI L.P. directly owned warrants to purchase 16,265 shares of Common Stock, and Blackstone GGP Principal Transaction Partners L.P. directly owned warrants to purchase 280,006 shares of Common Stock. Blackstone Real Estate Associates VI L.P. is the general partner of each Blackstone Fund other than Blackstone Real Estate Holdings VI L.P. BREP VI Side-by-Side GP L.L.C. is the general partner of Blackstone Real Estate Holdings VI L.P. (continued in footnote 4) |
| (4) | BREA VI L.L.C. is the general partner of Blackstone Real Estate Associates VI L.P. Blackstone Holdings III L.P. is the managing member of BREA VI L.L.C. and the sole member of BREP VI Side-by-Side GP L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. The Blackstone Group L.P. is the managing member of Blackstone Holdings III GP Management L.L.C. The Blackstone Group L.P. is controlled by its general partner, Blackstone Group Management L.L.C., which is in turn wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. (continued in footnote 5) |
| (5) | Each of such entities and Mr. Schwarzman may be deemed to beneficially own the securities beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein. Mr. Schreiber may be deemed to share dispositive power over these securities, but Mr. Schreiber disclaims beneficial ownership of such securities except to the extent of his indirect pecuniary interest therein. |
| Remarks: Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, Mr. Schreiber herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the indirectly beneficially owned securities covered by this Statement, except to the extent of his pecuniary interest in such securities. | |