SEC Form 4/A · accession 0001144204-16-112201
Rouse Properties, Inc. · RSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Brookfield Property Partners Ltd
10% Owner
Period of report
Jul 5, 2016
Accepted (ET)
Jul 8, 2016 · 3:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001528558
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock Par Value $0.01F1 | Jul 5, 2016 | S | 19,387,625 | $18.25 | D | 0 | I | See footnote |
| Series I Preferred Stock Par Value $0.01F1 | Jul 5, 2016 | P | 19,387,625 | $18.25 | A | 19,387,625 | I | See footnote |
| Common Stock Par Value $0.01F2,F3,F4 | Jul 6, 2016 | P | 38,499,817 | $18.25 | A | 333 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Exchange Agreement entered into by and among Rouse Properties, Inc. ("Rouse") and Brookfield Retail Holdings VII LLC, New Brookfield Retail Holdings R2 LLC, Brookfield BPY Retail Holdings II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC and Brookfield Retail Holdings IV-D Sub II LLC (collectively, the "Exchange Parties"), dated February 25, 2016 (the "Exchange Agreement"), on July 5, 2016 the Exchange Parties contributed, assigned, transferred and delivered to Rouse an aggregate of 19,387,625 common shares of Rouse owned by the Exchange Parties in exchange for the issuance of 19,387,625 shares of Series I Preferred Stock of Rouse (the "Exchange Shares").
- F2Following the consummation of the Merger (as described more fully below), the Exchange Shares were, through a series of transactions among affiliates of Brookfield Property Partners Limited (the "Contribution Transactions"), contributed to Parent (as defined below). Brookfield Property Partners Limited disposed of the 19,387,625 common shares of Rouse, and acquired and subsequently disposed of the Exchange Shares, in each case, indirectly through the its affiliates through the contribution and exchange under the Exchange Agreement and the Contribution Transactions. A copy of the Exchange Agreement is filed as Exhibit 10.2 to Rouse's Current Report on Form 8-K filed February 29, 2016.
- F3Pursuant to the Agreement and Plan of Merger by and among Rouse, BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P. and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the Merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation").
- F4Upon the consummation of the Merger, each outstanding share of common stock of Rouse, par value $0.01, was cancelled and each outstanding share of common stock of Acquisition Sub, par value $0.01, was converted into one share of common stock of the Surviving Corporation ("Surviving Corporation Common Stock"). Consequently, Brookfield Property Partners Limited indirectly acquired, though its affiliates and Parent, 33.276% of the 1,000 outstanding shares of Acquisition Sub Common Stock. A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016.