Statement of Changes in Beneficial Ownership (4)
March 10 2017 - 4:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Levine Marvin J
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2. Issuer Name
and
Ticker or Trading Symbol
GGP Inc.
[
GGP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, Chief Legal Officer
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(Last)
(First)
(Middle)
C/O GGP INC., 110 NORTH WACKER DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/8/2017
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(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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FV LTIP Units
(1)
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(1)
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3/8/2017
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C
(2)
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11180
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(1)
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(1)
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Common Stock
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11180
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$0
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11180
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D
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OP Units
(3)
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(3)
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3/8/2017
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C
(2)
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11180
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(3)
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(3)
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Common Stock
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11180
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(2)
(3)
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11180
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D
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OP Units
(3)
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(3)
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3/8/2017
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C
(2)
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11180
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(3)
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(3)
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Common Stock
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11180
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(2)
(3)
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0
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D
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Explanation of Responses:
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(
1)
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Represents limited partnership interests ("FV LTIP Units") in GGP Operating Partnership, LP (the "Operating Partnership"), an operating partnership of GGP Inc. (the "Company"), granted pursuant to the Company's 2010 Equity Incentive Plan. FV LTIP Units are a class of units of the Operating Partnership that, conditioned upon minimum allocations to the capital accounts of the FV LTIP Units for federal income tax purposes, are convertible by the holder into an equivalent number of common units of the Operating Partnership ("OP Units").
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(
2)
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11,180 of the Reporting Person's FV LTIP Units were converted into OP Units by the Reporting Person, and the OP Units were redeemed for cash in accordance with the Operating Partnership's Partnership Agreement.
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(
3)
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Represents OP Units, which are redeemable by the holder for common shares of the Company on an approximately one-for-one basis or the cash value of such shares, at the Company's option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Levine Marvin J
C/O GGP INC.
110 NORTH WACKER DRIVE
CHICAGO, IL 60606
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EVP, Chief Legal Officer
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Signatures
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/s/ Stacie L. Herron, by power of attorney
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3/10/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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