SEC Form 4 · accession 0001179110-17-013131
Howard Hughes Corp · HHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Grant Herlitz
Officer — President
Period of report
Oct 2, 2017
Accepted (ET)
Oct 4, 2017 · 7:23 pm EDT
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 shareF1,F2 | Oct 2, 2017 | A | 42,764 | $0.00 | A | 141,763 | D | |
| Common stock, par value $0.01 per shareF3 | holding | — | — | — | 88,184 | I | By Moss Creek Capital, LP | |
| Common stock, par value $0.01 per share | holding | — | — | — | 13 | I | By daughter |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F4,F5 | $117.01 | Oct 4, 2017 | A | 87,951 | A | Oct 3, 2022 | Oct 3, 2023 | Common stock, par value $0.01 per share | 87,951 | 87,951 | D |
Explanation of responses
- F1Represents restricted stock granted to Mr. Herlitz pursuant to that certain Restricted Stock Agreement, dated October 2, 2017 (the "Restricted Stock Agreement"), by and between Mr. Herlitz and The Howard Hughes Corporation (the "Company"). The Restricted Stock Agreement provides for time-based vesting. 50% of the restricted stock granted pursuant to the Restricted Stock Agreement shall vest and become non-forfeitable on October 2, 2022. The remaining 50% of the restricted stock granted pursuant to the Restricted Stock Agreement shall vest and become non-forfeitable on October 2, 2027. The restricted stock was granted from shares reserved under The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan (the "Plan") and is subject to the terms of the Plan and the Restricted Stock Agreement.
- F2Includes 49,501 shares of restricted stock previously granted to Mr. Herlitz under the Plan, which are performance-based and vest on the achievement of certain shareholder return thresholds.
- F3Represents 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.
- F4Reflects shares underlying a warrant to purchase shares of common stock of the Company pursuant to a warrant grant agreement, dated as of October 4, 2017, by and between the Company and Mr. Herlitz (the "Warrant Agreement").
- F5The warrant will become exercisable on October 3, 2022, subject to an earlier exercisable date in the event of: (a) a Change of Control of the Company (as defined in the Warrant Agreement); (b) the termination of Mr. Herlitz' employment by the Company without Cause (as defined in the Warrant Agreement); or (c) the separation of Mr. Herlitz from employment with the Company for Good Reason (as defined in the Warrant Agreement).