SEC Form 4 · accession 0000899243-18-023509
Brookfield Property REIT Inc. · BPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Janice Fukakusa
Director
Period of report
Aug 27, 2018
Accepted (ET)
Aug 29, 2018 · 7:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001496048
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 28, 2018 | D | 3,311 | — | D | 0 | D | |
| Class A StockF2,F3 | Aug 27, 2018 | J | 2,176 | — | A | 2,176 | D | |
| Class A StockF4 | Aug 28, 2018 | A | 433 | — | A | 2,609 | D |
Table II — derivative securities
No Table II lines on this filing.
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 1,104 shares of restricted common stock which were cancelled and converted into a combination of cash and shares of Class A stock of the Issuer ("Class A Stock") in connection with the transactions contemplated by the Merger Agreement.
- F2Shares 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.
- F3(Continued from Footnote 2) 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.
- F4Shares of class A Stock received in respect of cancelled shares of time-vesting restricted common stock, pursuant to the Merger Agreement.