General Growth Properties, Inc. Form 4/A Filed 2013-12-02

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Brookfield Property Partners Ltd

2. Issuer Name and Ticker or Trading Symbol
General Growth Properties, Inc. [GGP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Director by deputization ***

(Last)

(First)

(Middle)

73 FRONT STREET, 5TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2013

(Street)

HAMILTON, D0 HM 12

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)
11/05/2013

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.01 per share	11/01/2013		J		39,457,353	A	$20.39	39,457,353	I	See Footnote⁽¹⁾⁽³⁾
Common Stock, Par Value $0.01 per share	11/01/2013		P		13,543,059	A	$20.39	13,543,059	I	See Footnote⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants to acquire Common Stock

⁽⁴⁾

11/01/2013

22,222,290

11/09/2010

11/09/2017

Common Stock

25,400,077

$14.76

22,222,290

See Footnote⁽¹⁾⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Brookfield Property Partners Ltd 73 FRONT STREET 5TH FLOOR HAMILTON, D0 HM 12	X	X		Director by deputization ***
Brookfield Property Partners L.P. 73 FRONT STREET 5TH FLOOR HAMILTON, D0 HM 12	X	X		Director by deputization ***
Brookfield Property LP 73 FRONT STREET 5TH FLOOR HAMILTON, D0 HM 12	X	X		Director by deputization ***
Brookfield BPY Holdings (US) Inc. 181 BAY STREET SUITE 300 TORONTO, A6 M5J2T3	X	X		Director by deputization ***
CanHoldco 1 ULC 181 BAY STREET SUITE 300 TORONTO, A6 M5J2T3	X	X		Director by deputization ***
CanHoldco 3 ULC 181 BAY STREET SUITE 300 TORONTO, A6 M5J2T3	X	X		Director by deputization ***
CanHoldco 4 ULC 181 BAY STREET SUITE 300 TORONTO, A6 M5J2T3	X	X		Director by deputization ***
CanHoldco 2 ULC 181 BAY STREET SUITE 300 TORONTO, A6 M5J2T3	X	X		Director by deputization ***
Brookfield BPY Retail Holdings I LLC 4 BROOKFIELD PLACE 250 VESEY STREET NEW YORK, NY 10281	X	X		Director by deputization ***

Explanation of Responses:

1.	See Exhibit 99.1; Note 1.
2.	See Exhibit 99.1; Note 2.
3.	See Exhibit 99.1; Note 3.
4.	See Exhibit 99.1; Note 4.
Remarks: *** Brian Kingston, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of BAM and certain of its affiliates, including the Reporting Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information and Signature

	Signatures
	/s/ Jane Sheere, Secretary	12/02/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 99.1

Explanation of Responses:

(1) Common Stock and Warrants held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company (“BPY”). BPY is an indirect subsidiary of the Reporting Person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants directly held by BPY is reported herein.

(2) Common Stock held directly by Brookfield BPY Retail Holdings Sub I LLC, a Delaware limited liability company (“BPY Sub”). BPY Sub is an indirect subsidiary of the Reporting Person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock directly held by BPY Sub is reported herein.

(3) The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are directly beneficially owned by BPY and BPY Sub, except to the extent of any indirect pecuniary interest therein.

(4) Each Warrant entitled the holder to purchase 1.143 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer.

Exhibit 99.2 - Joint Filer Information and Signature

Joint Filers:

1. Name:	Brookfield Property Partners L.P.
Address:	73 Front Street, 5^th Floor, Hamilton HM 12, Bermuda

	Brookfield Property Partners L.P.

By:

/s/ Jane Sheere

Date: December 2, 2013

Name: Jane Sheere

Title: Secretary of Brookfield Property Partners Limited,

General Partner of Brookfield Property Partners L.P.

2. Name:	Brookfield Property L.P.
Address:	73 Front Street, 5th Fl., Hamilton HM 12 Bermuda

	BROOKFIELD PROPERTY L.P.

	By: Brookfield Property Partners L.P., its general partner

By:

/s/ Jane Sheere

Date: December 2, 2013

Name: Jane Sheere

Title: Secretary of Brookfield Property Partners Limited,

General Partner of Brookfield Property Partners L.P.

3. Name:	Brookfield BPY Holdings (US) Inc.
Address:	181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3

	BROOKFIELD BPY HOLDINGS (US) INC.

By:

/s/ Steven Douglas

Date: December 2, 2013

		Name: Steven Douglas
		Title: President & Chief Financial Officer

4. Name:	CANHOLDCO 1 ULC
Address:	181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3

	CANHOLDCO 1 ULC

By:

/s/ Steven Douglas

Date: December 2, 2013

		Name: Steven Douglas
		Title: Director

5. Name:	CANHOLDCO 3 ULC
Address:	181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3

	CANHOLDCO 3 ULC

By:

/s/ Steven Douglas

Date: December 2, 2013

		Name: Steven Douglas
		Title: Director

6. Name:	CANHOLDCO 4 ULC
Address:	181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3

	CANHOLDCO 4 ULC

By:

/s/ Steven Douglas

Date: December 2, 2013

		Name: Steven Douglas
		Title: Director

7. Name:	CANHOLDCO 2 ULC
Address:	181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3

	CANHOLDCO 2 ULC

By:

/s/ Steven Douglas

Date: December 2, 2013

		Name: Steven Douglas
		Title: Director

8. Name:	Brookfield BPY Retail Holdings I LLC
Address:	4 Brookfield Place, 250 Vesey Street, New York, NY 10281

	BROOKFIELD BPY RETAIL HOLDINGS I LLC

By:

/s/ Michelle Campbell

Date: December 2, 2013

		Name: Michelle Campbell
		Title: Assistant Secretary