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
45
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
332,127,544*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
332,127,544*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
332,127,544*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Item 5.
CUSIP No. 370023103
|
|
Page
3
of
45
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
332,127,544*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
332,127,544*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
332,127,544*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Item 5.
CUSIP No. 370023103
|
|
Page
4
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
5
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
6
of
45
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
115,644,646*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
115,644,646*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
115,644,646*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
7
of
45
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
115,644,646*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
115,644,646*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
115,644,646*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
8
of
45
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
115,644,646*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
115,644,646*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
115,644,646*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
9
of
45
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
115,644,646*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
115,644,646*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
115,644,646*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
10
of
45
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
115,644,646*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
115,644,646*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
115,644,646*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
11
of
45
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
12
of
45
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
348,318*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
348,318*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
348,318*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
13
of
45
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
399,539*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
399,539*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
399,539*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
14
of
45
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
5,309,652*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,309,652*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,309,652*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
15
of
45
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
91,864*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
91,864*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
91,864*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
16
of
45
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
1,820,748*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,820,748*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,820,748*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
17
of
45
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
1,827,613*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,827,613*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,827,613*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
18
of
45
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
20,192,356*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
20,192,356*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,192,356*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
19
of
45
Pages
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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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
20
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
21
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
22
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
23
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
24
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
25
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
26
of
45
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
230,949,481*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
230,949,481*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
230,949,481*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
27
of
45
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)
7.9%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
28
of
45
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
23,002,177*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
23,002,177*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
23,002,177*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
29
of
45
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
111,894,876*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
111,894,876*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
111,894,876*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
30
of
45
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)
6.9%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
31
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
32
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
33
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
34
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
35
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
36
of
45
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
328,377,774*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
328,377,774*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,377,774*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
37
of
45
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)
6.0%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
38
of
45
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
157,756,713*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
157,756,713*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
157,756,713*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3%*
|
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 332,127,544 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.6% 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. 15
”) 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
”) and July 19,
2016 (“
Amendment No. 14
”) (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 and Amendment No. 15 are collectively referred to herein as the “
Schedule
13D
”). This Amendment No. 15 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. 15 to Schedule 13D is
being filed to update the information in the Schedule 13D as a result of the matters set forth in Item 4 of this Amendment No.
15 and the addition of certain persons identified in Item 2 as reporting persons on this Schedule 13D.
Item 2. Identity and Background
Item 2 of this Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) This Schedule 13D is being filed by
each of the following persons (each, a “
Reporting Person
” and collectively, the “
Reporting Persons
”):
(i) Brookfield Asset Management Inc. (“
Brookfield
”),
a corporation formed under the laws of the Province of Ontario;
(ii) Partners Limited (“
Partners Limited
”),
a corporation formed under the laws of the Province of Ontario, that, collectively, with its shareholders, owns, directly or indirectly,
exercises control or direction over, has contractual arrangements, such as options, to acquire or otherwise holds beneficial or
economic interests in approximately 127 million Class A Limited Voting Shares, representing approximately 19% of the outstanding
Class A Limited voting Shares of Brookfield on a fully diluted basis, and 85,120 Class B Limited Voting Shares, representing 100%
of the Class B Limited Voting Shares of Brookfield;
(iii) Brookfield Holdings Canada Inc. (“
BHC
”),
a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;
(iv) Brookfield US Holdings Inc. (“
BUSHI
”),
a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BHC;
(v) Brookfield US Corporation (“
BUSC
”),
a Delaware corporation and a wholly-owned subsidiary of BUSHI;
(vi) Brookfield Property Group LLC (“
BPG
”),
a Delaware limited liability company and a wholly-owned subsidiary of BUSC;
(vii) Brookfield Asset Management Private Institutional
Capital Adviser US, LLC (“
BAMPIC US
”), a Delaware limited liability company and a wholly-owned subsidiary of
BPG;
(viii) BPG Holdings Group Inc. (“
BPGH
”),
a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;
(ix) BPG Holdings Group (US) Holdings Inc. (“
BPGUSH
”),
a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BPGH;
(x) Brookfield Property Partners Limited (“
BP
Partners Limited
”), an exempted company formed under the laws of
Bermuda and the general partner of BPY (defined below);
(xi) Brookfield Property Partners L.P. (“
BPY
”),
an exempted limited partnership formed under the laws of Bermuda and the general partner of Holding LP (defined below);
(xii) Brookfield Property L.P. (“
Holding
LP
”), an exempted limited partnership formed under the laws of Bermuda;
(xiii) Brookfield Retail Holdings II Sub II LLC (“
BRH
II Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xiv) Brookfield Retail Holdings III Sub II LLC (“
BRH
III Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xv) Brookfield Retail Holdings IV-A Sub II LLC (“
BRH
IV-A Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xvi) Brookfield Retail Holdings IV-B Sub II LLC (“
BRH
IV-B Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xvii) Brookfield Retail Holdings IV-C Sub II LLC
(“
BRH IV-C Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xviii) Brookfield Retail Holdings IV-D Sub II LLC
(“
BRH IV-D Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xix) Brookfield Retail Holdings VII LLC (“
BRH
VII
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xx) BW Purchaser, LLC (“
BWP
”),
a Delaware limited liability company;
(xxi) Brookfield BPY Holdings Inc. (“
CanHoldco
”),
a corporation formed under the laws of Ontario and a subsidiary of Holding LP;
(xxii) BPY Canada Subholdings 1 ULC (“
CanHoldco
1
”), an unlimited liability company formed under the laws of Alberta and a subsidiary of CanHoldco;
(xxiii) Brookfield Property Split Corp. (“
Split
Corp
”), a corporation formed under the laws of British Columbia and a subsidiary of CanHoldco 1 and Holding LP;
(xxiv) Brookfield BPY Retail Holdings I LLC (“
BPY
Holdings I
”), a Delaware limited liability company and a subsidiary of BOP (defined below);
(xxv) Brookfield BPY Retail Holdings II LLC (“
BPY
Holdings II
”), a Delaware limited liability company and a subsidiary of BPY Holdings I;
(xxvi) BPY Retail III LLC (“
BPY III
”),
a Delaware limited liability company and a subsidiary of New LLC 1;
(xxvii) Brookfield Retail Holdings Warrants LLC (“
BRH
Warrants
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xxviii) Brookfield BPY Retail Holdings III LLC (“
BPY
Holdings III
”), a Delaware limited liability company and a subsidiary of BPY Holdings I;
(xxix) BPY Retail IV LLC (“
BPY IV
”),
a Delaware limited liability company and a subsidiary of BPY Holdings III;
(xxx) Brookfield Office Properties Inc. (“
BPO
”),
a corporation formed under the laws of Canada and an indirect subsidiary of CanHoldco;
(xxxi) 1706065 Alberta ULC (“
Alberta ULC
”),
an unlimited liability corporation formed under the laws of Alberta and a subsidiary of BPO;
(xxxii) Brookfield Holding Limited Liability Company
(“
Brookfield Hold LLC
”), a limited liability company formed under the laws of Hungary and a subsidiary of Alberta
ULC;
(xxxiii) Brookfield Properties, Inc. (“
BPI
”),
a Delaware corporation and a subsidiary of Brookfield Hold LLC;
(xxxiv) Brookfield Properties Subco LLC (“
New
BPI Subco
”), a Delaware limited liability company and a subsidiary of BPI;
(xxxv) BOP (US) LLC (“
BOP
”), a
Delaware limited liability company and a subsidiary of New BPI Subco;
(xxxvi) Brookfield BPY Retail Holdings II Subco LLC
(“
New GGP Subco
”), a Delaware limited liability company and a subsidiary of BPY Holdings II; and
(xxxvii) New Brookfield BPY Retail Holdings II LLC
(“
New LLC 1
”), a Delaware limited liability company and a subsidiary of BPY Holdings II.
Schedule XLVI to Amendment No. 14 with respect
to BPO, Schedule XLVII to Amendment No. 14 with respect to BPI, Schedule XLVIII to Amendment No. 14 with respect to BOP, Schedule
XLIX to Amendment No. 14 with respect to New BPI Subco, Schedule L to Amendment No. 14 with respect to Alberta ULC, Schedule LI
to Amendment No. 14 with respect to Brookfield Hold LLC, Schedule LII to Amendment No. 14 with respect to New GGP Subco, Schedule
LIII to Amendment No. 14 with respect to New LLC 1, Schedule LIV to Amendment No. 14 with respect to BPG, Schedule LV to Amendment
No. 14 with respect to Brookfield, Schedule LVI to Amendment No. 14 with respect to Partners Limited, Schedule LVII to Amendment
No. 14 with respect to BRH II Sub, Schedule LVIII to Amendment No. 14 with respect to BRH III Sub, Schedule LIX to Amendment No.
14 with respect to BRH IV-A Sub, Schedule LX to Amendment No. 14 with respect to BRH IV-B Sub, Schedule LXI to Amendment No. 14
with respect to BRH IV-C Sub, Schedule LXII to Amendment No. 14 with respect to BRH IV-D Sub, Schedule LXIII to Amendment No. 14
with respect to BAMPIC US, Schedule LXIV with respect to Split Corp, Schedule LXV to Amendment No. 14 with respect to CanHoldco,
Schedule LXVI to Amendment No. 14 with respect to CanHoldco 1, Schedule LXVII to Amendment No. 14 with respect to BP Partners Limited,
Schedule LXVIII to Amendment No. 14 with respect to BUSHI, Schedule LXIX to Amendment No. 14 with respect to BHC, Schedule LXX
to Amendment No. 14 with respect to BUSC, Schedule LXXI to Amendment No. 14 with respect to BWP, Schedule LXXII to Amendment No.
14 with respect to BPY III, Schedule LXXIII to Amendment No. 14 with respect to BRH VII, Schedule LXXIV to Amendment No. 14 with
respect to BPY Holdings I, Schedule LXXV to Amendment No. 14 with respect to BPY Holdings II, Schedule LXXVI to Amendment No. 14
with respect to BPY Holdings III, Schedule LXXVII to Amendment No. 14 with respect to BPY IV, Schedule LXXVIII to Amendment No.
14 with respect to BRH Warrants, Schedule LXXIX to this Amendment No. 15 with respect to BPGH and Schedule LXXX to this Amendment
No. 15 with respect to BPGUSH set forth lists of all of the directors and executive officers or persons holding equivalent positions
(the “
Scheduled Persons
”) of each such Reporting Person.
(b) The principal business address of each
of Brookfield, Partners Limited, BPGH, BPGUSH, BHC, BUSHI, CanHoldco and CanHoldco 1 is 181 Bay Street, Suite 300, Toronto, Ontario,
Canada M5J 2T3. The principal business address of each of BPO and Split Corp is 181 Bay Street, Suite 330, Toronto, Ontario, Canada
M5J 2T3. The principal business address of each of BP Partners Limited, BPY and Holding LP is 73 Front Street, 5th Fl Hamilton
HM 12 Bermuda. The principal business address of Brookfield Hold LLC is Budapest 1074, Dohany utca 12 Budapest, Hungary. The principal
business address of Alberta ULC is Suite 1700, 335 8
th
Avenue SW, Calgary AB T2P 1C9. The principal business address
of each of BUSC, BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BWP, BRH VII, BPY Holdings I,
BPY Holdings II, BPY III, BRH Warrants, BPY Holdings III, BPY IV, BAMPIC US, BPI, New BPI Subco, BOP, New GGP Subco, BPG and New
LLC 1 is Brookfield Place, 250 Vesey Street, New York, NY 10281-1023.
Schedule XLVI, Schedule XLVII, Schedule
XLVIII, Schedule XLIX, Schedule L, Schedule LI, Schedule LII, Schedule LIII, Schedule LIV, Schedule LV, Schedule LVI, Schedule
LVII, Schedule LVIII, Schedule LIX, Schedule LX, Schedule LXI, Schedule LXII, Schedule LXIII, Schedule LXIV, Schedule LXV, Schedule
LXVI, Schedule LXVII, Schedule LXVIII, Schedule LXIX, Schedule LXX, Schedule LXXI, Schedule LXXII, Schedule LXXIII, Schedule LXXIV,
Schedule LXXV, Schedule LXXVI, Schedule LXXVII and Schedule LXXVIII to Amendment No. 14 and Schedule LXXIX and Schedule LXXX to
this Amendment No. 15 set forth the principal business address of each Scheduled Person.
(c) The principal business of Brookfield
is to own and operate assets with a focus on property, renewable power,
infrastructure and private equity. The principal business of
each of Partners Limited, BPGH, BPGUSH, BHC, BUSHI, BUSC, BPG, BP Partners Limited, BPY, Holding LP, CanHoldco, BPO, Alberta ULC,
Brookfield Hold LLC, BPI, BOP, New BPI Subco, New GGP Subco, New LLC 1, BPY Holdings I, BPY Holdings II, BPY III, BPY Holdings
III, Split Corp and CanHoldco 1 is to serve as a holding company. The principal business of BAMPIC US is to serve as investment
manager, managing member or general partner, as applicable, for a variety of certain private investment vehicles, including each
of the Investment Vehicles (as defined below). The principal activity of each of BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B
Sub, BRH IV-C Sub, BRH IV-D Sub, BRH VII and BRH Warrants (each, an “
Investment Vehicle
”) and BWP and BPY IV
is to serve as a special purpose entity for the purpose of making certain investments, including investments in the Company.
Schedule XLVI, Schedule XLVII, Schedule
XLVIII, Schedule XLIX, Schedule L, Schedule LI, Schedule LII, Schedule LIII, Schedule LIV, Schedule LV, Schedule LVI, Schedule
LVII, Schedule LVIII, Schedule LIX, Schedule LX, Schedule LXI, Schedule LXII, Schedule LXIII, Schedule LXIV, Schedule LXV, Schedule
LXVI, Schedule LXVII, Schedule LXVIII, Schedule LXIX, Schedule LXX, Schedule LXXI, Schedule LXXII, Schedule LXXIII, Schedule LXXIV,
Schedule LXXV, Schedule LXXVI, Schedule LXXVII and Schedule LXXVIII to Amendment No. 14 and Schedule LXXIX and Schedule LXXX to
this Amendment No. 15 set forth the principal occupation or employment of each Scheduled Person.
(d),(e) During the last five years, none
of the Reporting Persons nor any of the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Schedule XLVI, Schedule XLVII, Schedule
XLVIII, Schedule XLIX, Schedule L, Schedule LI, Schedule LII, Schedule LIII, Schedule LIV, Schedule LV, Schedule LVI, Schedule
LVII, Schedule LVIII, Schedule LIX, Schedule LX, Schedule LXI, Schedule LXII, Schedule LXIII, Schedule LXIV, Schedule LXV, Schedule
LXVI, Schedule LXVII, Schedule LXVIII, Schedule LXIX, Schedule LXX, Schedule LXXI, Schedule LXXII, Schedule LXXIII, Schedule LXXIV,
Schedule LXXV, Schedule LXXVI, Schedule LXXVII and Schedule LXXVIII to Amendment No. 14 and Schedule LXXIX and Schedule LXXX to
this Amendment No. 15 set forth the citizenships of each of the Scheduled Persons who is a natural person.
Item 4. Purpose of the Transaction
Item 4 of this Schedule 13D is hereby amended
to include the following:
Future Fund
On August 19,
2016, BRH II Sub made an in-kind distribution of (i) 11,550,291 shares of Common Stock and (ii) Warrants to acquire 10,150,990
shares of Common Stock held by it to the Northern Trust Company, the custodian for Future Fund Board of Guardians (“
Future
Fund
”), representing all of the shares of Common Stock and Warrants to acquire Common Stock owned by BRH II Sub that
are beneficially owned by Future Fund.
ADIA
Pursuant to the
terms of the Investment Management Agreement, dated as of October 31, 2013, by and between Revere Holdings Limited (“
Revere
”)
and BAMPIC US (the “
Investment Management Agreement
”), BAMPIC US acted as the investment manager for the Abu
Dhabi Investment Authority (“
ADIA
”) with respect to 29,721,074 shares of Common Stock and Warrants exercisable
to purchase 6,820,677 shares of Common Stock owned by ADIA (collectively, the “
ADIA Shares
”) and had the authority
to vote such shares and (under certain circumstances) to exercise such Warrants on behalf of ADIA. On August 19, 2016, the
Investment Management Agreement was terminated. As a result of such termination, the ADIA Shares are no longer beneficially
owned by any Reporting Person.
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 August
19, 2016, 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 884,737,667 shares of Common Stock reported by the Company as outstanding, as of August 2, 2016,
in its Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016, 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
|
|
|
-
|
|
|
|
23,002,177
|
|
|
|
2.5
|
%
|
BRH II Sub
|
|
|
269,399
|
|
|
|
78,919
|
|
|
|
0.04
|
%
|
BRH III Sub
|
|
|
309,013
|
|
|
|
90,526
|
|
|
|
0.05
|
%
|
BRH IV-A Sub
|
|
|
3,909,249
|
|
|
|
1,400,403
|
|
|
|
0.6
|
%
|
BRH IV-B Sub
|
|
|
70,975
|
|
|
|
20,889
|
|
|
|
0.01
|
%
|
BRH IV-C Sub
|
|
|
1,344,835
|
|
|
|
475,913
|
|
|
|
0.2
|
%
|
BRH IV-D Sub
|
|
|
1,351,700
|
|
|
|
475,913
|
|
|
|
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 86,350,136 shares of Common Stock
and Warrants to acquire 25,544,740 shares of Common Stock owned by the Investment Vehicles, collectively representing approximately
12.3% of the shares of Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BPG, BUSHI, BUSC, BHC, Brookfield
and Partners Limited may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock and shares of Common
Stock underlying such Warrants.
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 86,350,136 shares
of Common Stock and Warrants to acquire 25,544,740 shares of Common Stock owned by the Investment Vehicles, collectively representing
approximately 12.3% 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 and shares of Common Stock underlying such Warrants.
As of the close of business on August 19,
2016, 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 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 August 19,
2016, Brookfield Retail Holdings V Fund B LP (“
BRH V-B
”) directly held 374,591 shares of Common Stock and Warrants
to acquire 108,706 shares of Common Stock, collectively representing approximately 0.05% of the shares of Common Stock, and Brookfield
Retail Holdings V Fund D, LP (“
BRH V-D
”) directly held 2,531,759 shares of Common Stock and Warrants to acquire
734,714 shares of Common Stock, representing approximately 0.4% of the shares of Common Stock. As direct and indirect controlling
persons of BRH V-B and BRH V-D, each of 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 and shares of Common Stock underlying such Warrants.
As of the close of business on August 19,
2016, 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, 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 August 19,
2016, New GGP Subco directly held 53,000,412 shares of Common Stock, representing approximately 6.0% 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 August 19,
2016, BPY Holdings I directly held Warrants to acquire 27,313,416 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 underlying such Warrants.
As of the close of business on August 19,
2016, BWP directly held Warrants to acquire 20,192,356 shares of Common Stock, representing approximately 2.2% 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 underlying such
Warrants.
None of the Reporting Persons has sole voting
or investment power with respect to any shares of Common Stock or shares of Common Stock underlying such 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 shares of Common Stock underlying such Warrants held by all members
of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 332,127,544 shares of
Common Stock (which includes the 73,893,932 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by
all Reporting Persons), constituting beneficial ownership of 34.6% of the shares of Common Stock. Each of the Investment Vehicles
and other Reporting Persons 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 shares of Common Stock underlying such Warrants held
by each of the other Investment Vehicles and Reporting Persons.
(c) Except as otherwise described in Item
4 of this Amendment No. 15, none of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected
any transaction in Common Stock since Amendment No. 14.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended
to include the following:
Pursuant to Rule 13d-1(k) promulgated under
the Act, the Reporting Persons have entered into an agreement on August 22, 2016, with respect to the joint filing of this Amendment
No. 15 and any amendment or amendments hereto (the “
Joint Filing Agreement
”). The Joint Filing Agreement is
attached hereto as Exhibit 35.
Item 7. Material To Be Filed as Exhibits
Item 7 of Schedule 13D is hereby amended
to include the following:
Exhibit 35
|
Joint Filing Agreement, dated as of August 22, 2016, by and among Brookfield Asset Management Inc., Partners Limited, Brookfield Holdings Canada Inc., Brookfield US Holdings Inc., Brookfield US Corporation, Brookfield Asset Management Private Institutional Capital Adviser US, LLC, Brookfield Property Partners Limited, Brookfield Property Partners LP, Brookfield Property L.P., Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC, Brookfield Retail Holdings IV-D Sub II LLC, BW Purchaser, LLC, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings I LLC, Brookfield BPY Retail Holdings II LLC, BPY Retail III LLC, Brookfield Retail Holdings VII LLC, Brookfield Retail Holdings Warrants LLC, Brookfield BPY Retail Holdings III LLC, BPY Retail IV LLC, Brookfield Office Properties Inc., 1706065 Alberta ULC, Brookfield Holding Limited Liability Company, Brookfield Properties, Inc., BOP (US) LLC,
|
|
Brookfield Properties Subco LLC, Brookfield BPY Retail Holdings II Subco LLC, New Brookfield BPY Retail Holdings II LLC, Brookfield Property Group LLC, BPY Canada Subholdings 1 ULC, Brookfield Property Split Corp., BPG Holdings Group Inc. and BPG Holdings Group (US) Holdings Inc.
|
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: August 22, 2016
|
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, Legal Affairs
|
|
|
Dated: August 22, 2016
|
PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Brian Lawson
|
|
|
Name: Brian Lawson
|
|
|
Title: President
|
|
|
|
Dated: August 22, 2016
|
BPG HOLDINGS GROUP INC.
|
|
|
|
|
By:
|
/s/ Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: August 22, 2016
|
BPG HOLDINGS GROUP (US) HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: August 22, 2016
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
Dated: August 22, 2016
|
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: August 22, 2016
|
BROOKFIELD PROPERTY PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
Brookfield Property PARTNERS LP
|
|
|
|
By: Brookfield Property Partners Limited, its general partner
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
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: August 22, 2016
|
BROOKFIELD BPY HOLDINGS INC.
|
|
|
|
By:
|
/s/ Allen Yi
|
|
|
Name: Allen Yi
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
BROOKFIELD BPY RETAIL HOLDINGS I LLC
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
Brookfield BPY Retail Holdings II LLC
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
BPY Retail III LLC
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
Dated: August 22, 2016
|
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
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
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
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
BROOKFIELD BPY RETAIL HOLDINGS III LLC
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
BPY RETAIL IV LLC
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
BROOKFIELD RETAIL HOLDINGS II 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
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
Dated: August 22, 2016
|
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
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
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
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
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
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
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
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
Dated: August 22, 2016
|
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
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
BW PURCHASER, LLC
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 22, 2016
|
Brookfield US Holdings Inc.
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By:
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/s/ A.J. Silber
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Name: A.J. Silber
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Title: Vice President
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Dated: August 22, 2016
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Brookfield US Corporation
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By:
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/s/ Mark Srulowitz
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Name: Mark Srulowitz
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Title: President
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Dated: August 22, 2016
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BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC
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By:
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/s/ Jane Sheere
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Name: Jane Sheere
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Title: Secretary
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Dated: August 22, 2016
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NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC
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By:
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/s/ Jane Sheere
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Name: Jane Sheere
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Title: Secretary
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Dated: August 22, 2016
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BROOKFIELD OFFICE PROPERTIES INC.
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By:
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/s/ Keith Hyde
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Name: Keith Hyde
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Title: Vice President, Taxation
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Dated: August 22, 2016
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1706065 ALBERTA ULC
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By:
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/s/ Keith Hyde
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Name: Keith Hyde
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Title: Vice President, Taxation
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Dated: August 22, 2016
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BROOKFIELD HOLDING LIMITED LIABILITY COMPANY
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By:
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/s/ László Csontos
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Name: Dr. László Csontos
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Title: Managing Director
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By:
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/s/ Eamonn John O’Dea
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Name: Eamonn John O’Dea
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Title: Managing Director
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Dated: August 22, 2016
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BROOKFIELD PROPERTIES, INC.
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By:
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/s/ Michelle L. Campbell
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Name: Michelle L. Campbell
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Title: Senior Vice President and Secretary
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Dated: August 22, 2016
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BOP (US) LLC
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By:
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/s/ Michelle L. Campbell
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Name: Michelle L. Campbell
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Title: Senior Vice President and Secretary
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Dated: August 22, 2016
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BROOKFIELD PROPERTIES SUBCO LLC
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By:
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/s/ Michelle L. Campbell
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Name: Michelle L. Campbell
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Title: Senior Vice President and Secretary
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Dated: August 22, 2016
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BROOKFIELD PROPERTY GROUP LLC
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By:
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/s/ Murray Goldfarb
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Name: Murray Goldfarb
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Title: Managing Partner
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Dated: August 22, 2016
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BPY CANADA SUBHOLDINGS 1 ULC
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By:
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/s/ Keith Hyde
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Name: Keith Hyde
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Title: Vice President, Taxation
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Dated: August 22, 2016
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BROOKFIELD PROPERTY SPLIT CORP.
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By:
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/s/ Michelle L. Campbell
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Name: Michelle L. Campbell
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Title: Secretary
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SCHEDULE LXXIX
BPG Holdings Group Inc.
|
Name and Position of
Officer
or Director
|
|
Principal Business
Address
|
|
Principal Occupation or
Employment
|
|
Citizenship
|
|
|
|
|
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Sujoy Gupta, Director and Vice President
|
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Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
|
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Vice President, Finance
|
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Canada
|
|
|
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|
|
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Murray Goldfarb, Director and
Senior Vice President, Legal
|
|
Brookfield Place
250 Vesey Street, 15
th
Floor
New York, NY 10281
|
|
Managing Partner
|
|
USA
|
|
|
|
|
|
|
|
David D. Arthur, Director and Head
of North American Investments
|
|
Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
|
|
Managing Partner, President,
Strategic Initiatives
|
|
Canada
|
SCHEDULE LXXX
BPG Holdings Group (US) Holdings Inc.
|
Name and Position of
Officer
or Director
|
|
Principal Business
Address
|
|
Principal Occupation or
Employment
|
|
Citizenship
|
|
|
|
|
|
|
|
Sujoy Gupta, Director and Vice President
|
|
Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
|
|
Vice President, Finance
|
|
Canada
|
|
|
|
|
|
|
|
Murray Goldfarb, Director and
Senior Vice President, Legal
|
|
Brookfield Place
250 Vesey Street, 15
th
Floor
New York, NY 10281
|
|
Managing Partner
|
|
USA
|
|
|
|
|
|
|
|
David D. Arthur, Director and Head
of North American Investments
|
|
Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
|
|
Managing Partner, President,
Strategic Initiatives
|
|
Canada
|