SEC Form 4 · accession 0000899243-18-023515

Brookfield Property REIT Inc. · BPR

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

Reporting owner

Tara Marszewski

Officer — SVP, Chief Accounting Officer

Period of report

Aug 27, 2018

Accepted (ET)

Aug 29, 2018 · 7:06 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
Common Stock^F1	Aug 28, 2018	D	12,348	—	D	0	D
Class A Stock^F2,F3	Aug 27, 2018	J	2,169	—	A	2,169	D
Class A Stock^F4	Aug 27, 2018	A	922	—	A	3,091	D
Class A Stock^F5	Aug 28, 2018	A	20,985	—	A	24,076	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (Right to Buy)^F4,F6	$19.05	Aug 27, 2018	D	3,650	D	—	Jan 7, 2023	Common Stock	3,650	D
Stock Options (Right to Buy)^F4,F7	$20.40	Aug 27, 2018	D	25,258	D	—	Nov 12, 2023	Common Stock	25,258	D
Stock Options (Right to Buy)^F4,F8	$25.81	Aug 27, 2018	D	22,352	D	—	Feb 18, 2026	Common Stock	22,352	D
Stock Options (Right to Buy)^F4,F9	$28.86	Aug 27, 2018	D	12,974	D	—	Jan 6, 2025	Common Stock	12,974	D

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 4,339 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 5,809 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.
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.
F4At the effective time of the charter amendments contemplated by the Merger Agreement (the "Charter Effective Time"), stock options were cancelled and converted into options with respect to BPY common units or net settled for a deemed number of shares of common stock which received a combination of cash and shares of Class A Stock, as applicable, as contemplated in the Merger Agreement.
F5Includes 8,137 shares of unvested restricted Class A Stock received in respect of cancelled shares of time-vesting restricted common stock and 12,848 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.
F69,032 options were granted on January 7, 2013 and vested 20% a year starting on January 7, 2014. 5,419 options were exercised on August 5, 2016. Includes 37 stock options acquired on December 22, 2016 that were not previously reported on Form 4.
F730,000 options were granted on November 12, 2013 and vested 25% a year starting on November 12, 2014. 5,000 options were exercised on August 5, 2016. Includes 258 stock options acquired on December 22, 2016 that were not previously reported on Form 4.
F822,124 options were granted on February 18, 2016 and vest 25% on each of the first four anniversaries of the February 18, 2016 grant date. Includes 228 stock options acquired on December 22, 2016 that were not previously reported on Form 4.
F912,842 options were granted on January 6, 2015 and vest 25% on each of the first four anniversaries of the January 6, 2015 grant date. Includes 132 stock options acquired on December 22, 2016 that were not previously reported on Form 4.