SEC Form 4 · accession 0001144204-16-113432

Brookfield Property REIT Inc. · BPR

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

Reporting owners

BPY Canada Subholdings 2 ULC

Director · 10% Owner · Other

BPY Canada Subholdings 4 ULC

Director · 10% Owner · Other

BPY Canada Subholdings 3 ULC

Director · 10% Owner · Other

Period of report

Jul 14, 2016

Accepted (ET)

Jul 18, 2016 · 8:58 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	D/I	Nature of ownership
Common Stock, par value $0.01 per share^F1,F2,F12	Jul 14, 2016	J	11,819,690	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F3,F12	Jul 14, 2016	J	309,013	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F4,F12	Jul 14, 2016	J	3,909,249	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F5,F12	Jul 14, 2016	J	70,975	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F6,F12	Jul 14, 2016	J	1,344,835	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F7,F12	Jul 14, 2016	J	1,351,700	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F8,F12	Jul 14, 2016	J	79,094,965	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F10,F12	Jul 14, 2016	J	374,591	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F11,F12	Jul 14, 2016	J	2,531,759	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F13,F20	Jul 14, 2016	J	8,670,667	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F14,F20	Jul 14, 2016	J	61,444,210	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F15,F20	Jul 14, 2016	J	8,670,667	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F16,F20	Jul 14, 2016	J	37,191,170	—	D	I	see footnote
Common Stock, par value $0.01 per share^F1,F17,F20	Jul 14, 2016	J	53,000,412	—	D	I	see footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrants to acquire Common Stock^{F1,F2,F12,F21}	—	Jul 14, 2016	J	8,323,091	D	Nov 9, 2010	Nov 9, 2017	Common Stock	10,098,406	I
Warrants to acquire Common Stock^{F1,F3,F12,F21}	—	Jul 14, 2016	J	73,652	D	Nov 9, 2010	Nov 9, 2017	Common Stock	89,361	I
Warrants to acquire Common Stock^{F1,F4,F12,F21}	—	Jul 14, 2016	J	1,139,373	D	Nov 9, 2010	Nov 9, 2017	Common Stock	1,382,401	I
Warrants to acquire Common Stock^{F1,F5,F12,F21}	—	Jul 14, 2016	J	16,996	D	Nov 9, 2010	Nov 9, 2017	Common Stock	20,621	I
Warrants to acquire Common Stock^{F1,F6,F12,F21}	—	Jul 14, 2016	J	387,205	D	Nov 9, 2010	Nov 9, 2017	Common Stock	469,795	I
Warrants to acquire Common Stock^{F1,F7,F12,F21}	—	Jul 14, 2016	J	387,205	D	Nov 9, 2010	Nov 9, 2017	Common Stock	469,795	I
Warrants to acquire Common Stock^{F1,F9,F12,F21}	—	Jul 14, 2016	J	18,714,651	D	Nov 9, 2010	Nov 9, 2017	Common Stock	22,706,486	I
Warrants to acquire Common Stock^{F1,F10,F20,F21}	—	Jul 14, 2016	J	88,444	D	Nov 9, 2010	Nov 9, 2017	Common Stock	107,309	I
Warrants to acquire Common Stock^{F1,F11,F20,F21}	—	Jul 14, 2016	J	597,766	D	Nov 9, 2010	Nov 9, 2017	Common Stock	725,269	I
Warrants to acquire Common Stock^{F1,F18,F20,F21}	—	Jul 14, 2016	J	22,222,290	D	Nov 9, 2010	Nov 9, 2017	Common Stock	26,962,304	I
Warrants to acquire Common Stock^{F1,F19,F20,F22}	—	Jul 14, 2016	J	16,428,571	D	Nov 9, 2010	Nov 9, 2017	Common Stock	19,932,785	I

Explanation of responses

F1The transactions reported herein occurred in connection with certain internal restructuring transactions. Common Stock and Warrants transferred in connection with the transactions were transferred at fair market value.
F10Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund B LP, a Delaware limited partnership ("Fund B").
F11Common Stock and Warrants held directly by Brookfield Retail Holdings V Fund D LP, a Delaware limited partnership ("Fund D" and, together with BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub and BRH VII, BRHW and Fund B, the "Investment Vehicles").
F12Each of the Reporting Persons, as an indirect parent of each Investment Vehicle, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by each Investment Vehicle. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.
F13Common Stock held directly by BPY Retail II LLC, a Delaware limited liability company ("BPY II"), a Delaware limited liability company.
F14Common Stock held directly by BPY Retail IV LLC, a Delaware limited liability company ("BPY IV"), a Delaware limited liability company.
F15Common Stock held directly by BPY Retail V LLC, a Delaware limited liability company ("BPY V"), a Delaware limited liability company.
F16Common Stock held directly by BPY Retail VI LLC, a Delaware limited liability company ("BPY VI"), a Delaware limited liability company.
F17Common Stock held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company ("GGP Subco"), a Delaware limited liability company.
F18Warrants held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company ("BPY Holdings I"), a Delaware limited liability company.
F19Warrants held directly by BW Purchaser, LLC, a Delaware limited liability company ("BWP"), a Delaware limited liability company.
F2Common Stock and Warrants held directly by Brookfield Retail Holdings II Sub II LLC, a Delaware limited liability company ("BRH II Sub").
F20Each of the Reporting Persons, as an indirect parent of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP and may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by each of BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BPY II, BPY IV, BPY V, BPY VI, GGP Subco, BPY Holdings I, and BWP, except to the extent of any indirect pecuniary interest therein.
F21Each Warrant entitles the holder to purchase 1.2133 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer.
F22Each Warrant entitles the holder to purchase 1.2133 shares of Common Stock at an initial exercise price of $10.50 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer.
F3Common Stock and Warrants held directly by Brookfield Retail Holdings III Sub III LLC, a Delaware limited liability company ("BRH III Sub").
F4Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company ("BRH IV-A Sub").
F5Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company ("BRH IV-B Sub") and held in title by Brookfield US Retail Holdings LLC.
F6Common Stock and Warrants held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company ("BRH IV-C Sub").
F7Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company ("BRH IV-D Sub").
F8Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company ("BRH VII").
F9Warrants held directly by Brookfield Retail Holdings Warrants LLC ("BRH Warrants"), a Delaware limited liability company ("BRHW").

Remarks

Brian Kingston, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of BAM and certain of its affiliates, including the Reporting Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").