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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
General Growth Properties, Inc. 110 NORTH WACKER DRIVE CHICAGO, IL 60606 |
X |
/s/ Stacie L. Herron, Vice President and Secretary | 01/17/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reporting person owned 100 shares of the common stock of Rouse Properties, Inc. ("RSE") prior to RSE's distribution on January 12, 2012 of a dividend of its common stock, par value $0.01 ("RSE Common Stock"), pursuant to which RSE issued shares of RSE Common Stock to the reporting person, RSE's sole stockholder as of such date, to enable the reporting person to effect the legal and structural separation of RSE from the reporting person by way of a distribution paid by the reporting person to the reporting person's stockholders. In connection therewith, General Growth Properties, Inc. ("GGP") paid a dividend of one share of RSE Common Stock for every 26.66 shares of GGP common stock held as of the close of business, Eastern time, on December 30, 2011 (the "Spin-Off"). |
(2) | 35,546,639 shares of RSE Common Stock were distributed by the reporting person on January 12, 2012. As a result of the Spin-Off, the reporting person no longer beneficially owns any shares of RSE Common Stock and consequently is no longer subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), with respect to the RSE Common Stock. |