Statement of Changes in Beneficial Ownership (4)
July 13 2015 - 2:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Abu Dhabi Investment Authority
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2. Issuer Name
and
Ticker or Trading Symbol
General Growth Properties, Inc.
[
GGP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
211 CORNICHE STREET, PO BOX 3600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/9/2015
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(Street)
ABU DHABI, C0
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/9/2015
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S
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110000
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D
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$26.5070
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38596847
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D
(1)
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Revere Holdings Limited ("Revere") directly holds 29,721,074 shares of common stock, par value $0.01 per share (the "Common Stock"), of General Growth Properties, Inc. (the "Issuer") and 5,549,327 warrants representing the right to acquire 6,594,819 shares of Common Stock (collectively, the "Revere Shares"). The Abu Dhabi Investment Authority ("ADIA" and, together with Revere, the "Reporting Persons") is the sole owner of Revere and therefore may also be deemed to beneficially own the Revere Shares. In addition, ADIA directly holds 340,797 shares of Common Stock (the "ADIA Shares") and may be deemed to beneficially own an aggregate of 1,940,157 additional shares of Common Stock that have been purchased for the account of ADIA by various external investment managers (collectively, the "Managed Shares").
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(
2)
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Because of the relationship between Revere and ADIA, Revere may also be deemed to have beneficial ownership of the ADIA Shares and the Managed Shares. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
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(
3)
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Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Abu Dhabi Investment Authority
211 CORNICHE STREET
PO BOX 3600
ABU DHABI, C0
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X
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Revere Holdings Ltd
ZEPHYR HOUSE
122 MARY STREET, PO BOX 709
GRAND CAYMAN, E9 KY1-1107
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X
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Signatures
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/s/ Mohamed Rashid Mohamed Obaid AlMheiri, Authorized Signatory of Abu Dhabi Investment Authority
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7/13/2015
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**
Signature of Reporting Person
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Date
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/s/ Khaled Mohamed Abdul Husain AlKhajeh, Authorized Signatory of Revere Holdings Limited
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7/13/2015
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**
Signature of Reporting Person
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Date
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/s/ Sultan Ali Ahmed Hamad AlDhaheri, Authorized Signatory of Revere Holdings Limited
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7/13/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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