SEC Form 4 · accession 0000899243-18-000398
Howard Hughes Corp · HHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Grant Herlitz
Officer — President
Period of report
Dec 31, 2017
Accepted (ET)
Jan 4, 2018 · 6:11 am 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 StockF1 | Dec 31, 2017 | F | 4,304 | $131.27 | D | 132,946 | D | |
| Common StockF2 | holding | — | — | — | 88,184 | I | By Moss Creek Capital, LP | |
| Common Stock | holding | — | — | — | 13 | I | By daughter |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of (i) 4,585 of the 9,098 performance-based shares of restricted stock granted in 2013, (ii) 9,098 time-based shares of restricted stock granted in 2013 and (iii) 2,059 shares of time-based shares of restricted stock granted in 2017. The grant of such restricted stock was previously reported and made under The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan. No shares were sold by the Issuer or the reporting person.
- F2Represents shares transferred by the reporting person to Moss Creek Capital, LP ("MCC LP"), a limited partnership, in which the general partner of MCC LP, Moss Creek Capital GP, LLC ("MCC GP"), is owned by the reporting person. The reporting person is also the trustee of the Grant & Karlyn Herlitz Living Trust (the "Trust"), which is the limited partner of MCC LP. By virtue of his position as the trustee of the Trust and owner of MCC GP, the reporting person is deemed to beneficially own the shares for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The transfer of these shares to MCC LP was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.