FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

BPG Holdings Group Inc.

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/7/2014 

3. Issuer Name and Ticker or Trading Symbol

General Growth Properties, Inc. [GGP]

(Last)        (First)        (Middle)

181 BAY STREET, SUITE 300

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ Dir. by deputization (Remarks)

(Street)

TORONTO, A6 M5J 2T3       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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

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


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share   11819690   I   see footnotes   (1) (11)
Common Stock, par value $0.01 per share   309013   I   see footnotes   (2) (11)
Common Stock, par value $0.01 per share   3909249   I   see footnotes   (3) (11)
Common Stock, par value $0.01 per share   70975   I   see footnotes   (4) (11)
Common Stock, par value $0.01 per share   1344835   I   see footnotes   (5) (11)
Common Stock, par value $0.01 per share   1351700   I   see footnotes   (6) (11)
Common Stock, par value $0.01 per share   79094965   I   see footnotes   (7) (11)
Common Stock, par value $0.01 per share   374591   I   see footnotes   (9) (11)
Common Stock, par value $0.01 per share   2531759   I   see footnotes   (10) (11)
Common Stock, par value $0.01 per share   8670667   I   see footnotes   (12) (19)
Common Stock, par value $0.01 per share   61444210   I   see footnotes   (13) (19)
Common Stock, par value $0.01 per share   8670667   I   see footnotes   (14) (19)
Common Stock, par value $0.01 per share   37191170   I   see footnotes   (15) (19)
Common Stock, par value $0.01 per share   53000412   I   see footnotes   (16) (19)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   10229909     (20) I   see footnotes   (1) (11)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   90526     (20) I   see footnotes   (2) (11)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   1400403     (20) I   see footnotes   (3) (11)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   20889     (20) I   see footnotes   (4) (11)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   475913     (20) I   see footnotes   (5) (11)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   475913     (20) I   see footnotes   (6) (11)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   23002177     (20) I   see footnotes   (8) (11)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   108706     (20) I   see footnotes   (9) (11)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   734714     (20) I   see footnotes   (10) (11)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   27313416     (20) I   see footnotes   (17) (19)
Warrants to acquire Common Stock   11/9/2010   11/9/2017   Common Stock   20192356     (21) I   see footnotes   (18) (19)

Explanation of Responses:
( 1)  Common Stock and Warrants held directly by Brookfield Retail Holdings II Sub II LLC, a Delaware limited liability company ("BRH II Sub").
( 2)  Common Stock and Warrants held directly by Brookfield Retail Holdings III Sub II LLC, a Delaware limited liability company ("BRH III Sub").
( 3)  Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company ("BRH IV-A Sub").
( 4)  Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company ("BRH IV-B Sub").
( 5)  Common Stock and Warrants held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company ("BRH IV-C Sub").
( 6)  Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company ("BRH IV-D Sub").
( 7)  Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company ("BRH VII").
( 8)  Warrants held directly by Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company ("BRHW").
( 9)  Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund B LP, a Delaware limited partnership ("Fund B").
( 10)  Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund D, LP, a Delaware limited partnership ("Fund D" and, together with BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BRH VII, BRHW and Fund B, the "Investment Vehicles").
( 11)  Each of the Reporting Persons, as an indirect parent of each Investment Vehicle, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by each Investment Vehicle. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.
( 12)  Common Stock held directly by BPY Retail II LLC, a Delaware limited liability company ("BPY II").
( 13)  Common Stock held directly by BPY Retail IV LLC, a Delaware limited liability company ("BPY IV").
( 14)  Common Stock held directly by BPY Retail V LLC, a Delaware limited liability company ("BPY V").
( 15)  Common Stock held directly by BPY Retail VI LLC, a Delaware limited liability company ("BPY VI").
( 16)  Common Stock held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company ("GGP Subco").
( 17)  Warrants held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company ("BPY Holdings I").
( 18)  Warrants held directly by BW Purchaser, LLC, a Delaware limited liability company ("BWP").
( 19)  Each of the Reporting Persons, as an indirect parent of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by each of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock and Warrants held by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I and BWP, except to the extent of any indirect pecuniary interest therein.
( 20)  Each Warrant entitles the holder to purchase 1.2291 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the Amended and Restated Warrant Agreement, effective as of October 28, 2013 (the "Warrant Agreement"), between American Stock Transfer & Trust Company, LLC, as warrant agent, and the Issuer.
( 21)  Each Warrant entitles the holder to purchase 1.2291 shares of Common Stock at an initial exercise price of $10.50 per share, subject to adjustments as provided in the Warrant Agreement.

Remarks:
Brian Kingston, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of BAM and certain of its affiliates, including the Reporting Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BPG Holdings Group Inc.
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3 		X X
Dir. by deputization (Remarks)
BPG Holdings Group (US) Holdings Inc.
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3 		X X
Dir. by deputization (Remarks)

Signatures
BPG HOLDINGS GROUP INC. By: /s/ Sujoy Gupta, Vice President 8/22/2016
** Signature of Reporting Person Date

BPG HOLDINGS GROUP (US) HOLDINGS INC. By: /s/ Sujoy Gupta, Vice President 8/22/2016
** 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 5(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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