Amended Statement of Beneficial Ownership (sc 13d/a)
August 23 2016 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
General Growth
Properties, Inc.
(Name of Issuer)
Common Stock
$0.01 par value per share
(Title of Class of Securities)
370023103
(CUSIP Number)
Simon Thorpe,
211 Corniche, PO Box 3600, Abu Dhabi, United Arab Emirates. +971 2 4150000
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and Communications)
August 19,
2016
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note
: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
*
The remainder of this cover page
shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP No. 370023103
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13D
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Page 2 of 6 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Abu Dhabi Investment Authority
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
☐
(b)
☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
38,566,017
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
36,903,126
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,566,017
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
[1]
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
[2]
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[1]
Based on 884,737,667 shares of common stock of General Growth Properties, Inc. (the “Company”) outstanding as of August
2, 2016, as reported on the Company’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”)
on August 4, 2016, and 6,820,677 shares of common stock of the Company underlying 5,549,327 warrants to purchase shares of common
stock of the Company directly held by Abu Dhabi Investment Authority (“ADIA”).
[2]
ADIA is a public institution established in 1976 by the Government of the Emirate of Abu Dhabi (“Government”). ADIA
is wholly owned and subject to supervision by the Government and has an independent legal identity with full capacity to act in
fulfilling its statutory mandates and objectives.
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CUSIP No. 370023103
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13D
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Page 3 of 6
Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Revere Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
☐
(b)
☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Grand Cayman, Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 370023103
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13D
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Page 4 of 6
Pages
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This Amendment No. 2 (this “Amendment”) amends and
supplements the Schedule 13D filed on November 12, 2013 (as amended and supplemented by Amendment No. to the Schedule 13D filed
on December 11, 2013, the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule
13D”) by Abu Dhabi Investment Authority (“ADIA”) and its wholly owned subsidiary Revere Holdings Limited (“Revere”)
with respect to the common stock, par value $0.01 per share (the “Common Stock”) of General Growth Properties, Inc.
(the “Issuer”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed
to them in the Original Schedule 13D.
Item 4. Purpose of Transaction.
This Amendment supplements Item 4 of the Original
Schedule 13D by including the following paragraphs after the fifth paragraph of Item 4:
“The 29,721,074 shares of Common Stock
and 5,549,327 Warrants representing the right to acquire 6,820,677 shares of Common Stock previously held by Revere, a wholly owned
subsidiary of ADIA, are now held directly by ADIA.
Pursuant to the terms of the Investment Management
Agreement, BAMPIC US acted as the investment manager for ADIA with respect to 29,721,074 shares of Common Stock and Warrants exercisable
to purchase 6,820,677 shares of Common Stock owned by ADIA and had the authority to vote such shares and (under certain circumstances)
to exercise such Warrants on behalf of ADIA. On August 19, 2016, the Investment Management Agreement was terminated.”
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates Item 5 of the Original Schedule
13D in its entirety as set forth below:
“The information set forth in Item 4 of this Schedule 13D
is incorporated by reference in its entirety into this Item 5.
(a) -(b) Except as provided
below, the following disclosure assumes that there are a total of 891,558,345 shares of Common Stock outstanding, which is the
sum of (i) 884,737,667 shares of Common Stock outstanding as of August 2, 2016, as reported on the Company’s Form 10-Q filed
with the SEC on August 4, 2016, and (ii) 6,820,677 shares of Common Stock issuable to ADIA upon exercise of the Warrants held by
ADIA.
As a result of the transactions described in Item
4, ADIA acquired 29,721,074 shares of Common Stock and 5,549,327 Warrants representing the right to acquire 6,820,677 shares of
Common Stock. In addition, ADIA has beneficial ownership over 361,375 shares of Common Stock and, pursuant to Rule 13d-3 of the
Act, ADIA may be deemed to have sole voting power over an aggregate of 1,662,891 additional shares of Common Stock that have been
purchased for the account of ADIA by various external investment managers (collectively, the “Managed Shares”). Such
investment managers have sole dispositive power over the Managed Shares. Each of the Reporting Persons expressly disclaims any
dispositive power over the Managed Shares.
To the best knowledge of the Reporting
Persons, none of the Scheduled Persons owns any shares of Common Stock.
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(c)
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Except as disclosed in this Schedule 13D, including Schedule 3 to this Schedule 13D, neither of the Reporting Persons and,
to the best of their knowledge, none of the Scheduled Persons has effected any transaction in the Common Stock during the past
60 days.
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(d)
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To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.
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(e)
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The Reporting Persons ceased to be deemed to be the beneficial
owner of more than 5% of the total number of outstanding shares of Common Stock upon the termination of the Investment
Management Agreement on August 19, 2016.”
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CUSIP No. 370023103
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13D
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Page 5 of 6
Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 23, 2016
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ABU DHABI INVESTMENT AUTHORITY
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/s/
Majed Salem Khalifa Rashed AlRomaithi
By: Majed Salem Khalifa Rashed AlRomaithi
Title: Authorized Signatory
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/s/
Khaled Mohamed Abdul Husain AlKhajeh
By: Khaled Mohamed Abdul Husain AlKhajeh
Title: Authorized Signatory
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REVERE HOLDINGS LIMITED
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/s/
Khaled Mohamed Abdul Husain AlKhajeh
By: Khaled Mohamed Abdul Husain AlKhajeh
Title: Authorized Signatory
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/s/
Sultan Ali Ahmed Hamad AlDhaheri
By: Sultan Ali Ahmed Hamad AlDhaheri
Title: Authorized Signatory
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CUSIP No. 370023103
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13D
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Page 6 of 6
Pages
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INDEX TO EXHIBITS
Exhibit 1
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The Joint Filing Agreement, dated November 12, 2013, between the Abu Dhabi Investment
Authority and Revere Holdings Limited (incorporated herein by reference to Exhibit 1 to Schedule 13D filed by the Abu Dhabi Investment
Authority and Revere Holdings Limited on November 12, 2013).
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Exhibit 2
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The Investment Management Agreement, dated October 31, 2013, between Revere and Brookfield
Asset Management Private Institutional Capital Adviser US, LLC (incorporated herein by reference to Exhibit 32 to Amendment No.
10 to Schedule 13D filed by Brookfield Asset Management Inc. and certain of its affiliates, on November 5, 2013).
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Exhibit 3
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Warrant Agreement, dated as of November 9, 2010, by and among Mellon Investor Services
LLC, as warrant agent, and General Growth Properties, Inc. (incorporated herein by reference to Exhibit 4.1 of the Current Report
on Form 8-K filed by General Growth Properties, Inc. on November 12, 2010).
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