SEC Form 4 · accession 0000899243-18-023507

Brookfield Property REIT Inc. · BPR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among Brookfield Property Partners L.P. ("BPY"), Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and GGP Inc. (the "Issuer") (as amended on June 25, 2018, the "Merger Agreement"). At the effective time of the merger (the "Merger Effective Time") as contemplated in the Merger Agreement, each share of outstanding common stock (other than appraisal shares, shares of restricted common stock and certain other shares) was cancelled in exchange for $0.312 per share (the "Per Share Merger Consideration"). Includes 10,717 shares of restricted common stock which were cancelled and converted into a combination of cash and shares of restricted Class A stock of the Issuer ("Class A Stock") and 23,234 shares of restricted common stock which were cancelled and converted into shares of restricted Class A Stock, in each case as contemplated in the Merger Agreement.
• F1020,181 AO LTIP Units were granted on January 6, 2015 and vest 25% on each of the first four anniversaries of the grant date. 76,563 AO LTIP Units were granted on February 18, 2016 and vest 25% on each of the first four anniversaries of the grant date. At the Merger Effective Time, such AO LTIP Units were cancelled and converted into substitute awards of a BPY subsidiary with comparable economic terms. Includes 856 AO LTIP Units acquired on December 22, 2016 that were not previously reported on Form 4. "AO LTIP Units", which were granted pursuant to the General Growth Properties, Inc. 2010 Equity Incentive Plan (the "Equity Incentive Plan"), are a class of units of GGP Operating Partnership, LP (the "Operating Partnership"), an operating partnership of the Issuer, similar to stock options that,
• F11(Continued from Footnote 10) conditioned upon minimum allocations to the capital accounts of the AO LTIP Units for federal income tax purposes, were convertible by the holder into a number of common units of the Operating Partnership ("Common Units") determined by the increase in the value of a share of common stock at the time of conversion over the value of a share of common stock at the time of grant. Converted Common Units were redeemable by the holder for 1.0397624 shares of common stock per Common Unit or the cash value of such shares, at the Issuer's option. The right to convert AO LTIP Units into Common Units has a maximum term of 10 years. The right to redeem Common Units does not have an expiration date.
• F1222,760 shares of performance-vesting GGP FV LTIP Units were granted on February 18, 2016. As the Charter Effective Time was treated as a "change of control" for purposes of GGP FV LTIP Units subject to performance-vesting conditions, performance was deemed met at target. Such performance-vesting GGP FV LTIP Units are treated as time-vesting GGP FV LTIP Units going forward, including with respect to the adjusted conversion and redemption rights described below. "GGP FV LTIP Units" are certain restricted limited partnership interests in the Operating Partnership granted pursuant to the Equity Incentive Plan that, conditioned upon minimum allocations to the capital accounts of the GGP FV LTIP Units for federal income tax purposes, are convertible by the holder into units of the Operating Partnership that are redeemable by the holder for stock of the Issuer or the cash value of such stock, at the Issuer's option.
• F1313,413 GGP FV LTIP Units were granted on January 6, 2015 and vest in 25% increments on each of the first four anniversaries of the grant date. 4,525 GGP FV LTIP Units were granted on February 18, 2016 and vest in 25% increments on each of the first four anniversaries of the grant date. The rights to (i) convert GGP FV LTIP Units into Common Units and redeem Common Units, or (ii) convert BPR FV LTIP Units into Series K Preferred Units and redeem Series K Preferred Units, do not have an expiration date. At the Charter Effective Time, the conversion and redemption rights applicable to such GGP FV LTIP Units were adjusted. Prior to the Charter Effective Time, GGP FV LTIP Units were convertible into an equivalent number of Common Units, which were redeemable by the holder for 1.0397624 shares of common stock per Common Unit or the cash value of such shares, at the Issuer's option.
• F14(Continued from Footnote 13) Following the Charter Effective Time, "BPR FV LTIP Units" are convertible into approximately 0.016 series K preferred units of the Operating Partnership ("Series K Preferred Units") per BPR FV LTIP Unit, which are redeemable by the holder for an equivalent number of shares of Class A Stock or the cash value of such shares, at the Issuer's option.
• F15Contemporaneously with the Issuer's payment of the Pre-Closing Dividend, the Operating Partnership paid a special distribution, which comprised of cash and Series K Preferred Units, to the holders of the Operating Partnership's Common Units and GGP FV LTIP Units in accordance with the terms of the Merger Agreement.
• F2(Continued from footnote 1) Includes 1,437 shares of common stock acquired on March 31, 2018 that were not previously reported on Form 4.
• F3Shares of the Issuer's class A stock, par value $0.01 per share ("class A stock"), were issued to certain holders of record of GGP common stock as of the end of trading on the New York Stock Exchange on July 27, 2018 (the "Pre-Closing Dividend"). The Pre-Closing Dividend consisted of either cash or equity (in the form of class A stock or limited partnership units of Brookfield Property Partners L.P. ("BPY")). Depending on the elections made by the Reporting Person, and the proration of the Pre-Closing Dividend pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among BPY, Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and the Issuer (as amended on June 25, 2018, the "Merger Agreement"), each share of the Issuer's common stock received up to 0.986 shares of class A stock or 0.986 limited partnership units of BPY.
• F4(Continued from footnote 3) At this time, the number of shares of class A stock issued to the reporting person in the pre-closing dividend was unable to be determined, and for reporting purposes, we have assumed that the reporting person received the maximum number of shares of class A stock that could have been received.
• F5At the effective time of the charter amendments contemplated by the Merger Agreement (the "Charter Effective Time"), stock options were net settled for a deemed number of shares of common stock which received a combination of cash and shares of Class A Stock, as contemplated in the Merger Agreement.
• F6Includes 29,946 shares of unvested restricted Class A Stock received in respect of cancelled shares of time-vesting restricted common stock and 39,629 shares of unvested restricted Class A Stock received in respect of cancelled shares of performance-vesting restricted common stock, in each case pursuant to the Merger Agreement.
• F7Options were granted on January 7, 2013 and vest 20% a year starting on January 7, 2014.
• F8Options were granted on August 15, 2013 and vest 25% a year starting on August 15, 2014.
• F9Options were granted on November 12, 2013 and vest 25% a year starting on November 12, 2014.