SEC Form 4 · accession 0000899243-18-000388
Howard Hughes Corp · HHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 29, 2017
Accepted (ET)
Jan 3, 2018 · 8:56 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 shareF4,F1,F2,F3,F5 | Jan 2, 2018 | S | 2,500,000 | $127.86 | D | 2,204,534 | 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 | $122.84 | Dec 29, 2017 | J | 9 | D | — | May 31, 2019 | Common stock, par value $0.01 per share | 4,649,839 | 0 | I |
| Cash Settled Total Return Swaps (call equivalent position)F4,F1,F2,F3,F5,F6 | $122.84 | Dec 29, 2017 | J | 1 | D | — | Dec 29, 2017 | Common stock, par value $0.01 per share | 750,000 | 0 | I |
| Cash Settled Total Return Swaps (call equivalent position)F4,F1,F2,F3,F5,F6 | $122.84 | Dec 29, 2017 | J | 9 | A | — | Dec 2, 2019 | Common stock, par value $0.01 per share | 4,649,839 | 9 | I |
| Cash Settled Total Return Swaps (call equivalent position)F4,F1,F2,F3,F5,F6 | $131.27 | Dec 29, 2017 | J | 1 | A | — | Dec 2, 2019 | Common stock, par value $0.01 per share | 750,000 | 1 | 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 sale of common stock, the extension of swaps and ordinary course rebalancing transactions among the Pershing Square Funds. The extension of swaps and ordinary course rebalancing transactions were effected at the same time on December 29, 2017, and the sale of common stock was effected on January 2, 2018. One swap of a Pershing Square Fund was cash settled and replaced at another Pershing Square Fund with a new swap maturing on December 2, 2019; the other swaps remained in place and were amended to extend their maturities to December 2, 2019 (except that a portion of one swap covering a number of notional shares equal to the maximum number that may be sold under Rule 144 volume restrictions as of a specified date, as determined by the calculation agent for the swap, matures on July 5, 2018).
- 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.