SEC Form 4 · accession 0001144204-16-120459

Brookfield Property REIT Inc. · BPR

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

Reporting owner

Brookfield Retail Holdings II Sub II LLC

Director · 10% Owner · Other

Period of report

Aug 19, 2016

Accepted (ET)

Aug 22, 2016 · 9:21 am 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 Stock, par value $0.01 per share^F1	Aug 19, 2016	J	11,550,291	$0.00	D	269,399	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants to acquire Common Stock^F2	—	Aug 19, 2016	J	8,258,881	D	Nov 9, 2010	Nov 9, 2017	Common Stock	10,150,990	64,209	D

Explanation of responses

F1The Reporting Person made (i) an in kind distribution of 11,550,291 shares of Common Stock and (ii) 8,258,881 Warrants, in each case, to the Northern Trust Company, the custodian for Future Fund Board of Guardians.
F2Each Warrant entitles the holder to purchase 1.2291 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the Amended and Restated Warrant Agreement, effective as of October 28, 2013, between American Stock Transfer & Trust Company, LLC, as warrant agent, and the Issuer.

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").