EXPLANATORY NOTE
Pursuant to Rule
13d-2
promulgated under the Act, this Schedule 13D/A (this
Amendment
No.
23
) 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
), July 19, 2016 (
Amendment
No.
14
), August 21, 2016 (
Amendment No.
15
), August 2, 2017 (
Amendment No.
16
), October 11, 2017 (
Amendment
No.
17
), October 31, 2017 (
Amendment No.
18
), November 11, 2017 (
Amendment No.
19
), March 28, 2018 (
Amendment
No.
20
), June 28, 2018 (
Amendment No.
21
) and July 31, 2018 (
Amendment No.
22
) (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, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22 and this Amendment No. 23
are collectively referred to herein as the
Schedule 13D
). This Amendment No. 23 relates to the common stock, par value $0.01 per share (
Common Stock
), of GGP Inc. (formerly General Growth Properties, Inc.),
a Delaware corporation, which was renamed Brookfield Property REIT Inc. in connection with the Transactions (the
Company
). Capitalized terms used but not defined in this Amendment No. 23 shall have the meanings ascribed to
them in the Schedule 13D. This Amendment No. 23 serves as an exit filing for the Reporting Persons as the Reporting Persons no longer beneficially own more than 5% of the Companys Common Stock.
Item 2. Identity and Background.
Item 2 of the
Schedule 13D is hereby amended to include the following:
(a)
BPGH Sub Inc.
, a corporation formed under the laws of Ontario, BPR FIN II LLC
(
DRE II
), a Delaware limited liability company, BPR FIN I Subo LLC (
DRE II Subco
), a Delaware limited liability company, and Brookfield Retail Holdings VII Sub 3 LLC, a Delaware limited liability company
(
Sub 3
).
(b), (c) The principal business of each of BPGH Sub Inc., DRE II, DRE II Subco and Sub 3. is to serve as a holding company.
The principal business address of BPGH Sub Inc. is 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J2T3. The principal business address of each of DRE II, DRE II Subco and Sub 3 is Brookfield Place, 250 Vesey Street, New York, NY 10281-1023.
The principal business address and principal occupation or employment of each executive officer of each of BPGH Sub Inc., DRE II, DRE II Subco and Sub 3
are set forth on Schedules LXXXV, LXXXVI, LXXXVII and LXXXVIII, respectively, to this Amendment No. 23. Such persons shall be included in the definition of Scheduled Persons.
(d), (e) During the last five years, none of the Scheduled Persons of BPGH Sub Inc., DRE II, DRE II Subco or Sub 3 (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) The citizenships of each of the Scheduled Persons of BPGH Sub Inc., DRE II, DRE II Subco and Sub 3 are set forth on Schedules LXXXV, LXXXVI, LXXXVII and
LXXXVIII, respectively.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended to include the following:
On August 27, 2018, the Company: (i) filed the Charter Amendment with the Secretary of State of the State of Delaware, pursuant to
which, among other things, the Companys name was changed from GGP Inc. to Brookfield Property REIT Inc. (BPR), the issuance of Class A Stock,
Class B-1
Stock and Class C Stock
was authorized and the terms governing the Class B Stock following the Charter Amendment were provided, and (ii) effected the Bylaws Amendment. Following the Charter Amendment, shares of Series B Preferred Stock remained outstanding and
ceased to be governed by the terms of the Series B Designations, which had no further effect, and were thereafter referred to as Class B Stock, having solely the rights, powers, preferences and other terms given to Class B Stock in
the Charter Amendment. The Class B Stock is not a registered security under the Act.
Following the consummation of the Transactions
on August 28, 2018, the Common Stock and the Companys existing Series A Preferred Stock, par value $0.01 per share (the Company Preferred Stock), were delisted from the NYSE. In addition, the Company intends to file a
Certification and Notice of Termination of Registration on Form 15 with the SEC in order to deregister the Common Stock and Company Preferred Stock and suspend its reporting obligations under the Act.
Previously, the Reporting Persons beneficially owned shares of the Common Stock through their ownership of Series B Preferred Stock, the terms
of which provided in the Series B Designations that in the event that the Merger Agreement had been terminated in accordance with its terms prior to the time at which the Charter Amendment was filed with and accepted by the Secretary of State of the
State of Delaware, then each share of Series B Preferred Stock would have been automatically, without any action by the Company or any holder, converted into one fully paid and
non-assessable
share of the
Common Stock, without the payment of any accrued and unpaid dividends. However, as a result of the consummation of the Transactions, the Class B Stock is no longer convertible into the Common Stock, which has been cancelled, and the Reporting
Persons no longer beneficially own any registered securities of the Company.