SEC Form 4 · accession 0000899243-16-010646

Howard Hughes Corp · HHC

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

Reporting owners

William A Ackman

Director · 10% Owner

PS Management GP, LLC

Director · 10% Owner

Pershing Square Capital Management, L.P.

Director · 10% Owner

Period of report

Dec 31, 2015

Accepted (ET)

Jan 4, 2016 · 5:00 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001498828

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^{F4,F1,F2,F3,F5}	Dec 31, 2015	S	591,389	$113.16	D	5,484,684	I	See footnotes
Common stock, par value $0.01 per share^{F4,F1,F2,F3,F5}	Dec 31, 2015	P	591,389	$113.16	A	5,484,684	I	See footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Cash Settled Total Return Swaps (call equivalent position)^{F4,F1,F2,F3,F5,F6}	$113.16	Dec 31, 2015	J	1	D	—	Jun 30, 2016	Common stock, par value $0.01 per share	1,501,002	0	I
Cash Settled Total Return Swaps (call equivalent position)^{F4,F1,F2,F3,F5,F6}	$113.16	Dec 31, 2015	J	1	A	—	Jun 29, 2018	Common stock, par value $0.01 per share	1,501,002	1	I
Cash Settled Total Return Swaps (call equivalent position)^{F4,F1,F2,F3,F5,F6}	$113.16	Dec 31, 2015	J	4	D	—	Dec 30, 2016	Common stock, par value $0.01 per share	1,146,998	0	I
Cash Settled Total Return Swaps (call equivalent position)^{F4,F1,F2,F3,F5,F6}	$113.16	Dec 31, 2015	J	3	A	—	Dec 31, 2018	Common stock, par value $0.01 per share	1,146,998	3	I
Cash Settled Total Return Swaps (call equivalent position)^{F4,F1,F2,F3,F5,F6}	$113.16	Dec 31, 2015	J	1	D	—	Jun 30, 2017	Common stock, par value $0.01 per share	348,796	3	I
Cash Settled Total Return Swaps (call equivalent position)^{F4,F1,F2,F3,F5,F6}	$113.16	Dec 31, 2015	J	1	A	—	Jun 30, 2017	Common stock, par value $0.01 per share	348,796	4	I
Cash Settled Total Return Swaps (call equivalent position)^{F4,F1,F2,F3,F5,F6}	$113.16	Dec 31, 2015	J	1	D	—	Dec 29, 2017	Common stock, par value $0.01 per share	453,935	2	I
Cash Settled Total Return Swaps (call equivalent position)^{F4,F1,F2,F3,F5,F6}	$113.16	Dec 31, 2015	J	1	A	—	Dec 29, 2017	Common stock, par value $0.01 per share	453,935	3	I
Series A-2 Warrants (call equivalent position)^{F4,F1,F2,F3,F5}	$50.00	Dec 31, 2015	S	1	D	Nov 9, 2010	Nov 9, 2017	Common stock, par value $0.01 per share	658,478	3	I
Series A-2 Warrants (call equivalent position)^{F4,F1,F2,F3,F5}	$50.00	Dec 31, 2015	P	1	A	Nov 9, 2010	Nov 9, 2017	Common stock, par value $0.01 per share	658,478	3	I

Explanation of responses

F1In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
F2Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and PS International, the "Pershing Square Funds").
F3Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Ackman's position as Chief Executive Officer of Pershing Square and managing member of PS Management, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
F4This Form 4 is being filed as a result of the extension of certain swaps and ordinary course rebalancing transactions in which the Pershing Square Funds purchased and sold Subject Securities among themsevles, unwound certain swaps and established corresponding new swaps. All of these transactions were effected at the same time. There were no changes in aggregate economic exposure or number of Subject Securities beneficially owned by the Pershing Square Funds as a result of such transactions.
F5Mr. Ackman, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of Pershing Square, PS Management, the Pershing Square Funds and Pershing Square GP, LLC. As a result, each of those entities are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
F6The total return swaps referred to in Table II do not give the Reporting Persons or the Pershing Square Funds direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.