SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. 13)

 

 

 

General Growth Properties, Inc.

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

370023103

(CUSIP Number)

 

 

 

Joseph S. Freedman

Brookfield Asset Management, Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Telephone: (416) 956-5182

 

(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

 

 

 

February 4, 2015

(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. 370023103     Page    2    of    33    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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    3     of    33     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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    4     of    33     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

 

172,211,989*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

172,211,989*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

172,211,989*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.6%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    5     of    33     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

 

172,211,989*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

172,211,989*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

172,211,989*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.6%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    6     of    33     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

 

172,211,989*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

172,211,989*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

172,211,989*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.6%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    7     of    33     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

 

172,211,989*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

172,211,989*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

172,211,989*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.6%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    8     of    33     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)

 

8.9%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    9     of    33     Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings II 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

 

21,654,253*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,654,253*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

21,654,253*

12

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

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.4%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    10     of    33     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

 

396,041*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

396,041*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

396,041*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    11     of    33     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

 

5,255,532*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,255,532*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

5,255,532*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    12     of    33     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

 

91,057*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

91,057*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

91,057*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    13     of    33     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

 

1,802,356*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,802,356*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,802,356*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    14     of    33     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

 

1,802,221*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,802,221*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,802,221*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    15     of    33     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

 

19,411,999*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,411,999*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,411,999*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.1%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    16     of    33     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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    17     of    33     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Partners LP

 

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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

OO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    18     of    33     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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    19     of    33     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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    20     of    33     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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    21     of    33     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 3 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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    22     of    33     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 4 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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    23     of    33     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 2 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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    24     of    33     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

 

386,858,971*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

386,858,971*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

386,858,971*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.8%*

14

TYPE OF REPORTING PERSON

 

OO

       

* See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    25     of    33     Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings Sub I 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

 

79,258,269*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

79,258,269*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

79,258,269*

12

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

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    26     of    33     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

 

201,207,667*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

201,207,667*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

201,207,667*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

21.4%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    27     of    33     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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    28     of    33     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

 

22,113,231*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

22,113,231*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

22,113,231*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.4%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    29     of    33     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

 

132,216,656*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

132,216,656*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

132,216,656*

12

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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.4%*

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 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% of the shares of Common Stock. See Item 5.

 

 
 

 

  CUSIP No. 370023103     Page    30     of    33     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

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.9%*

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 beneficially own the 386,858,971 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 39.8% 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. 13”) 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 6, 2013 (“Amendment No. 11”), and February 10, 2014 (“Amendment No. 12”) (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 and Amendment No. 13 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 13 relates to the common stock, par value $0.01 per share (“Common Stock”), of General Growth Properties, Inc., a Delaware corporation (the “Company”).

 

This Amendment No. 13 to Schedule 13D is being filed to update the beneficial ownership information in the Schedule 13D as a result of the BRH II Sub Distribution (as defined in Item 4).

 

Item 4. Purpose of the Transaction

 

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

 

On February 4, 2015, BRH II Sub made an distribution in-kind of 11,550,291 shares of Common Stock (the “BRH II Sub Distribution”) to the Northern Trust Company, in its capacity as custodian for Future Fund, to effectuate a partial redemption of such party’s interests in BRH II Sub.

 

Item 5. Interest in Securities of the Issuer

 

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

 

(a)-(b) As of the close of business on February 6, 2015, the Investment Vehicles directly held and beneficially owned the shares of Common Stock and Warrants to acquire shares of Common Stock indicated on 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 884,107,377 shares of Common Stock reported by the Company as outstanding, as of November 3, 2014, in its Quarterly Report on Form 10-Q filed with the SEC on November 5, 2014, plus, where such beneficial ownership includes Warrants, such number of shares of Common Stock issuable upon exercise of the Warrants included in any such beneficial ownership calculation.

 

Investment Vehicle  Common Stock   Warrants   Beneficial Ownership 
BRH VII   79,094,965    -    8.9%
BRH Warrants   -    22,113,231    2.4%
BRH II Sub   11,819,690    9,834,563    2.4%
BRH III Sub   309,013    87,028    0.04%
BRH IV-A Sub   3,909,249    1,346,283    0.6%
BRH IV-B Sub   70,975    20,082    0.01%
BRH IV-C Sub   1,344,835    457,521    0.2%
BRH IV-D Sub   1,351,700    457,521    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 shares of Common Stock and Warrants owned by each of the Investment Vehicles, consisting of 97,900,427 shares of Common Stock and Warrants exercisable to purchase 34,316,229 shares of Common Stock, collectively representing 14.4% of the Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BUSHI, BUSC, BHC and Brookfield may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock and Warrants.

 

31
 

 

BPY III is the controlling non-managing member of each Investment Vehicle. BPY III may be deemed to share voting and investment power with respect to the 97,900,427 shares of Common Stock owned by the Investment Vehicles and Warrants exercisable for 34,316,229 shares of Common Stock, representing approximately 14.4% of the shares of the Common Stock. As direct and indirect controlling persons of BPY III, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY III beneficial ownership of such shares of Common Stock and Warrants.

 

As of the close of business on February 6, 2015, BPY Retail II LLC, a Delaware limited liability company (“BPY II”), directly held 8,670,667 shares of Common Stock, representing approximately 1.0% 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 4.2% of the shares of Common Stock. As direct and indirect controlling persons of BPY II and BPY VI, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited 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 February 6, 2015, AIV B directly held 374,591 shares of Common Stock and warrants to acquire 104,505 shares of Common Stock, representing approximately 0.05% of the shares of Common Stock, and AIV D directly held 2,531,759 shares of Common Stock and Warrants to acquire 706,320 shares of Common Stock, representing approximately 0.37% of the shares of Common Stock. As direct and indirect controlling persons of AIV B and AIV D, each of BAMPIC US, BUSHI, BUSC, BHC, Partners Limited and Brookfield may be deemed to share with AIV B and AIV D beneficial ownership of such shares of Common Stock.

 

As of the close of business on February 6, 2015, BPY IV directly held 61,444,210 shares of Common Stock, representing approximately 6.9% 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 1.0% 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, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited 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 February 6, 2015, BPY New SPE directly held 53,000,412 shares of Common Stock, and Warrants exercisable to purchase 26,257,857 shares of Common Stock, collectively representing 8.7% of the Common Stock. As direct and indirect controlling persons of BPY New SPE, each of BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY New SPE beneficial ownership of such shares of Common Stock.

 

As of the close of business on February 6, 2015, BWP beneficially owned approximately 19,411,999 shares of Common Stock issuable upon exercise of the Warrants, representing approximately 2.1% of the shares of Common Stock. As direct and indirect controlling persons of BWP, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BWP, beneficial ownership of such shares of Common Stock issuable upon exercise of the Warrants.

 

By virtue of the terms of the Revere Investment Management Agreement, BAMPIC US may be deemed to beneficially own the shares of Common Stock and Warrants owned by Revere, consisting of 29,721,074 shares of Common Stock and Warrants exercisable to purchase 6,557,084 shares of Common Stock (collectively, the “Revere Shares”), collectively representing 4.1% of the Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BUSHI, BUSC, BHC, Partners Limited and Brookfield may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock and Warrants.

 

32
 

 

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

 

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 and Warrants held by all members of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 386,858,971 shares of Common Stock (which includes the 87,353,994 shares of Common Stock issuable upon exercise of the Warrants held by all Reporting Persons), constituting beneficial ownership of 39.8% of the shares of the Common Stock. Each of the Investment Vehicles and other Reporting Person directly holding shares of Common Stock and/or Warrants expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock and/or Warrants held by each of the other Investment Vehicles and Reporting Persons.

 

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, Future Fund and/or Revere may be deemed to be members of a “group” with the Reporting Persons. Neither Future Fund nor Revere is Reporting Persons on this Schedule 13D, and any obligations either of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that either Future Fund and/or Revere beneficially owns shares of Common Stock or Warrants that are not held by BRH II Sub, or in the account of Revere subject to the Revere Investment Management Agreement, respectively, the Reporting Persons may be deemed to beneficially own any such shares of Common Stock or Warrants, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.

 

33
 

 

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: February 6, 2015 BROOKFIELD ASSET MANAGEMENT INC.
     
  By: /s/ Aleks Novakovic
    Name: Aleks Novakovic
    Title: Managing Partner
     
  By: /s/ A.J. Silber
    Name: A.J. Silber
    Title: Vice-President
     
Dated: February 6, 2015 PARTNERS LIMITED
     
  By: /s/ Derek Gorgi
    Name: Derek Gorgi
    Title: Secretary
     
Dated: February 6, 2015

Brookfield Asset Management Private

Institutional Capital Adviser US, LLC

   
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President
     
Dated: February 6, 2015 BROOKFIELD HOLDINGS CANADA INC.
     
  By: /s/ A.J. Silber
    Name: A.J. Silber
    Title: Vice-President
     
  By: /s/ Aleks Novakovic
    Name: Aleks Novakovic
    Title: Vice-President

 

 
 

 

Dated: February 6, 2015 BROOKFIELD PROPERTY PARTNERS LIMITED
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: February 6, 2015 Brookfield Property PARTNERS LP
   
  By: Brookfield Property Partners Limited, its general partner
   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: February 6, 2015 Brookfield Property L.P.
   
  By: Brookfield Property Partners LP, its general partner
   
  By: Brookfield Property Partners Limited, its general partner
   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
   
Dated: February 6, 2015 BROOKFIELD BPY HOLDINGS INC.
   
  By: /s/ Allen Yi
    Name: Allen Yi
    Title: Secretary

 

 
 

 

Dated: February 6, 2015 BPY Canada Subholdings 1 ULC
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
Dated: February 6, 2015 BPY Canada Subholdings 3 ULC
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
Dated: February 6, 2015 BPY Canada Subholdings 4 ULC
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
Dated: February 6, 2015 BPY Canada Subholdings 2 ULC
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
Dated: February 6, 2015 BROOKFIELD BPY RETAIL HOLDINGS I LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: February 6, 2015 Brookfield BPY Retail Holdings II LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: February 6, 2015 BPY Retail III LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 
 

 

Dated: February 6, 2015 Brookfield Retail Holdings VII LLC
     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President
     
Dated: February 6, 2015 BROOKFIELD RETAIL HOLDINGS WARRANTS LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: February 6, 2015 BROOKFIELD BPY RETAIL HOLDINGS III LLC
     
  By: /s/ Jane Sheere
    Name:  Jane Sheere
    Title: Secretary
     
Dated: February 6, 2015 BPY RETAIL IV LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
Dated: February 6, 2015 BROOKFIELD RETAIL HOLDINGS II SUB II LLC
     
 

By: Brookfield Asset Management Private Institutional Capital

Adviser US, LLC

     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary

 

 
 

 

Dated: February 6, 2015 BROOKFIELD RETAIL HOLDINGS III SUB II LLC
     
 

By: Brookfield Asset Management Private Institutional Capital

Adviser US, LLC

     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
Dated: February 6, 2015 BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC
     
 

By: Brookfield Asset Management Private Institutional Capital

Adviser US, LLC

     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
Dated: February 6, 2015 BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC
     
 

By: Brookfield Asset Management Private Institutional Capital

Adviser US, LLC

     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary

 

 
 

 

Dated: February 6, 2015 BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC
     
 

By: Brookfield Asset Management Private Institutional Capital

Adviser US, LLC

     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
Dated: February 6, 2015 BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC
     
 

By: Brookfield Asset Management Private Institutional Capital

Adviser US, LLC

     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
Dated: February 6, 2015 BW PURCHASER, LLC
     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President
     
Dated: February 6, 2015 Brookfield US Holdings Inc.
     
  By: /s/ A.J. Silber
    Name: A.J. Silber
    Title: Vice-President

 

 
 

 

Dated: February 6, 2015 Brookfield US Corporation
     
  By: /s/ Michelle Campbell
    Name: Michelle Campbell
    Title: Secretary
     
Dated: February 6, 2015 BROOKFIELD BPY RETAIL HOLDINGS SUB I LLC
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary