FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

MATHRANI SANDEEP
2. Issuer Name and Ticker or Trading Symbol

General Growth Properties, Inc. [ GGP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O GENERAL GROWTH PROPERTIES, INC., 110 NORTH WACKER DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/10/2016
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   6/10/2016     G   V 9067   D $0   480356   (1) D    
Common Stock   6/23/2016     M    300000   A $9.69   780356   D    
Common Stock   6/23/2016     S    300000   D $28.8976   (2) 480356   D    
Common Stock   6/24/2016     M    300000   A $9.69   780356   D    
Common Stock   6/24/2016     S    300000   D $28.6259   (3) 480356   D    
Common Stock                  125913   I   By Trust  
Common Stock                  125913   I   By Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)   $9.69   6/23/2016     M         300000      (4) 10/27/2020   Common Stock   300000   $0   1700000   D    
Stock Options (Right to Buy)   $9.69   6/24/2016     M         300000      (4) 10/27/2020   Common Stock   300000   $0   1400000   D    

Explanation of Responses:
( 1)  Includes 1,101 shares acquired under the General Growth Properties, Inc. Employee Stock Purchase Plan on March 31, 2016 that had not been previously disclosed on Form 4.
( 2)  The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.83 to $28.995. The reporting person undertakes to provide General Growth Properties, any security holder of General Growth Properties, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3)  The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.51 to $28.85. The reporting person undertakes to provide General Growth Properties, any security holder of General Growth Properties, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4)  Options exercised were granted on October 27, 2010. Grant was fully vested on October 27, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MATHRANI SANDEEP
C/O GENERAL GROWTH PROPERTIES, INC.
110 NORTH WACKER DRIVE
CHICAGO, IL 60606
X
Chief Executive Officer

Signatures
/s/ Stacie L. Herron, by power of attorney 6/27/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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