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).
CUSIP No. 370023103
|
|
Page
2
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Asset Management Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
335,536,370*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
335,536,370*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
335,536,370*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Item 5.
CUSIP No. 370023103
|
|
Page
3
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Partners Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
335,536,370*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
335,536,370*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
335,536,370*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Item 5.
CUSIP No. 370023103
|
|
Page
4
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BPG Holdings Group Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
5
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BPG Holdings Group (US) Holdings Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
6
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Holdings Canada Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
116,861,986*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,861,986*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,861,986*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
7
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
116,861,986*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,861,986*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,861,986*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
8
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield US Holdings Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
116,861,986*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,861,986*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,861,986*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
9
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield US Corporation
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
116,861,986*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,861,986*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,861,986*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
10
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BUSC Finance LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
116,861,986*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,861,986*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,861,986*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member of a “group”
with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares of Common Stock held
by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item 5.
CUSIP No. 370023103
|
|
Page
11
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Property Group LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
116,861,986*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,861,986*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,861,986*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
12
of
45
Pages
|
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings VII LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
79,094,965*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
79,094,965*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
79,094,965*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
13
of
45
Pages
|
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings II Sub III LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
351,958*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
351,958*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
351,958*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
14
of
45
Pages
|
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings III Sub II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
403,716*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
403,716*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
403,716*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
15
of
45
Pages
|
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings IV-A Sub II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
5,374,254*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,374,254*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,374,254*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
16
of
45
Pages
|
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings IV-B Sub II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
92,828*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
92,828*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
92,828*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
17
of
45
Pages
|
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
Brookfield Retail Holdings IV-C Sub II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,842,703*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,842,703*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,842,703*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
18
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Retail Holdings IV-D Sub II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,849,568*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,849,568*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,849,568*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
19
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BW Purchaser, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
21,123,856*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
21,123,856*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
21,123,856*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
20
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Property Partners Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
21
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Property Partners L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
22
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Property L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
23
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield BPY Holdings Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
24
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BPY Canada Subholdings 1 ULC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
25
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Property Split Corp.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
26
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield BPY Retail Holdings I LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
27
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield BPY Retail Holdings II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
233,059,395
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
233,059,395
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
233,059,395
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
28
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield BPY Retail Holdings III LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
70,114,877*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
70,114,877*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
70,114,877*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
29
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Retail Holdings Warrants LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
24,063,298
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
24,063,298
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
24,063,298
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
30
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BPY Retail III LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
89,009,992
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
89,009,992
**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
89,009,992
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
31
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BPY Retail IV LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
61,444,210*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
61,444,210*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
61,444,210*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
32
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Office Properties Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
33
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
1706065 Alberta ULC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
34
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Holding Limited Liability Company
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hungary
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
35
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Properties, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
36
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Properties Subco LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
37
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BOP (US) LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
331,747,692
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
331,747,692
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
331,747,692
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
38
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield BPY Retail Holdings II Subco LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
53,000,412*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
53,000,412*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
53,000,412*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
CUSIP No. 370023103
|
|
Page
39
of
45
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
New Brookfield BPY Retail Holdings II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
134,871,829
*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
134,871,829
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
134,871,829
*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* The Reporting Person may be deemed to be a member
of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 335,536,370 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 35.0% of the shares of Common Stock. See Item
5.
EXPLANATORY
NOTE
Pursuant to Rule 13d-2 promulgated under
the Act, this Schedule 13D/A (this “
Amendment No. 16
”) amends the Schedule 13D filed on November 19, 2010 (the
“
Original Schedule 13D
”) and amended on November 24, 2010 (“
Amendment No. 1
”), January 19,
2011 (“
Amendment No. 2
”), January 28, 2011 (“
Amendment No. 3
”), May 12, 2011 (“
Amendment
No. 4
”), August 27, 2012 (“
Amendment No. 5
”), September 11, 2012 (“
Amendment No. 6
”),
January 3, 2013 (“
Amendment No. 7
”), April 16, 2013 (“
Amendment No. 8
”), August 9, 2013 (“
Amendment
No. 9
”), November 5, 2013 (“
Amendment No. 10
”), November 14, 2013 (“
Amendment No. 11
”),
February 8, 2014 (“
Amendment No. 12
”), February 6, 2015 (“
Amendment No. 13
”), July 19, 2016
(“
Amendment No. 14
”) and August 21, 2016 (“
Amendment No. 15
”) (the Original Schedule 13D,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment
No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No.
15 and Amendment No. 16 are collectively referred to herein as the “
Schedule 13D
”). This Amendment No. 16 relates
to the common stock, par value $0.01 per share (“
Common Stock
”), of GGP Inc. (formerly General Growth Properties,
Inc.), a Delaware corporation (the “
Company
”).
This Amendment No. 16 to Schedule 13D is
being filed to update the information in the Schedule 13D as a result of the matters set forth in Item 4 of this Amendment No.
16.
Item 2. Identity and Background
Item 2 of this Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) This Schedule 13D is being filed by
each of the following persons (each, a “
Reporting Person
” and collectively, the “
Reporting Persons
”):
(i) Brookfield Asset Management Inc. (“
Brookfield
”),
a corporation formed under the laws of the Province of Ontario;
(ii) Partners Limited (“
Partners Limited
”),
a corporation formed under the laws of the Province of Ontario, that, collectively, with its shareholders, owns, directly or indirectly,
exercises control or direction over, has contractual arrangements, such as options, to acquire or otherwise holds beneficial or
economic interests in approximately 200 million Class A Limited Voting Shares, representing approximately 20% of the outstanding
Class A Limited voting Shares of Brookfield on a fully diluted basis, and 85,120 Class B Limited Voting Shares, representing
100% of the Class B Limited Voting Shares of Brookfield;
(iii) Brookfield Holdings Canada Inc. (“
BHC
”),
a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;
(iv) Brookfield US Holdings Inc. (“
BUSHI
”),
a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BHC;
(v) Brookfield US Corporation (“
BUSC
”),
a Delaware corporation and a wholly-owned subsidiary of BUSHI;
(vi) Brookfield Property Group LLC (“
BPG
”),
a Delaware limited liability company and a wholly-owned subsidiary of BUSC Finance (defined below);
(vii) Brookfield Asset Management Private Institutional
Capital Adviser US, LLC (“
BAMPIC US
”), a Delaware limited liability company and a wholly-owned subsidiary of
BPG;
(viii) BPG Holdings Group Inc. (“
BPGH
”),
a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;
(ix) BPG Holdings Group (US) Holdings Inc. (“
BPGUSH
”),
a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BPGH;
(x) Brookfield Property Partners Limited (“
BP
Partners Limited
”), an exempted company formed under the laws of Bermuda and the general partner of BPY (defined below);
(xi) Brookfield Property Partners L.P.
(“
BPY
”), an exempted limited partnership formed under the laws of Bermuda and the managing general partner
of Holding LP (defined below);
(xii) Brookfield Property L.P. (“
Holding
LP
”), an exempted limited partnership formed under the laws of Bermuda;
(xiii) Brookfield Retail Holdings II Sub III LLC (“
BRH
II Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xiv) Brookfield Retail Holdings III Sub II LLC (“
BRH
III Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xv) Brookfield Retail Holdings IV-A Sub II LLC (“
BRH
IV-A Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xvi) Brookfield Retail Holdings IV-B Sub II LLC (“
BRH
IV-B Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xvii) Brookfield Retail Holdings IV-C Sub II LLC
(“
BRH IV-C Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xviii) Brookfield Retail Holdings IV-D Sub II LLC
(“
BRH IV-D Sub
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xix) Brookfield Retail Holdings VII LLC (“
BRH
VII
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xx) BW Purchaser, LLC (“
BWP
”),
a Delaware limited liability company;
(xxi) Brookfield BPY Holdings Inc. (“
CanHoldco
”),
a corporation formed under the laws of Ontario and a subsidiary of Holding LP;
(xxii) BPY Canada Subholdings 1 ULC (“
CanHoldco
1
”), an unlimited liability company formed under the laws of Alberta and a subsidiary of CanHoldco;
(xxiii) Brookfield Property Split Corp. (“
Split
Corp
”), a corporation formed under the laws of British Columbia and a subsidiary of CanHoldco 1 and Holding LP;
(xxiv) Brookfield BPY Retail Holdings I LLC (“
BPY
Holdings I
”), a Delaware limited liability company and a subsidiary of BOP (defined below);
(xxv) Brookfield BPY Retail Holdings II LLC (“
BPY
Holdings II
”), a Delaware limited liability company and a subsidiary of BPY Holdings I;
(xxvi) BPY Retail III LLC (“
BPY III
”),
a Delaware limited liability company and a subsidiary of New LLC 1;
(xxvii) Brookfield Retail Holdings Warrants LLC (“
BRH
Warrants
”), a Delaware limited liability company, of which BAMPIC US is the sole managing member;
(xxviii) Brookfield BPY Retail Holdings III LLC (“
BPY
Holdings III
”), a Delaware limited liability company and a subsidiary of BPY Holdings I;
(xxix) BPY Retail IV LLC (“
BPY IV
”),
a Delaware limited liability company and a subsidiary of BPY Holdings III;
(xxx) Brookfield Office Properties Inc. (“
BPO
”),
a corporation formed under the laws of Canada and an indirect subsidiary of CanHoldco;
(xxxi) 1706065 Alberta ULC (“
Alberta ULC
”),
an unlimited liability corporation formed under the laws of Alberta and a subsidiary of BPO;
(xxxii) Brookfield Holding Limited Liability Company
(“
Brookfield Hold LLC
”), a limited liability company formed under the laws of Hungary and a subsidiary of Alberta
ULC;
(xxxiii) Brookfield Properties, Inc. (“
BPI
”),
a Delaware corporation and a subsidiary of Brookfield Hold LLC;
(xxxiv) Brookfield Properties Subco LLC (“
New
BPI Subco
”), a Delaware limited liability company and a subsidiary of BPI;
(xxxv) BOP (US) LLC (“
BOP
”), a
Delaware limited liability company and a subsidiary of New BPI Subco;
(xxxvi) Brookfield BPY Retail Holdings II Subco LLC
(“
New GGP Subco
”), a Delaware limited liability company and a subsidiary of BPY Holdings II;
(xxxvii) New Brookfield BPY Retail Holdings II LLC
(“
New LLC 1
”), a Delaware limited liability company and a subsidiary of BPY Holdings II; and
(xxxviii) BUSC Finance LLC (“
BUSC Finance
”),
a Delaware limited liability company and a wholly-owned subsidiary of BUSC.
Schedule XLVI to Amendment No. 14 with respect
to BPO, Schedule XLVII to Amendment No. 14 with respect to BPI, Schedule XLVIII to Amendment No. 14 with respect to BOP, Schedule
XLIX to Amendment No. 14 with respect to New BPI Subco, Schedule L to Amendment No. 14 with respect to Alberta ULC, Schedule LI
to Amendment No. 14 with respect to Brookfield Hold LLC, Schedule LII to Amendment No. 14 with respect to New GGP Subco, Schedule
LIII to Amendment No. 14 with respect to New LLC 1, Schedule LIV to Amendment No. 14 with respect to BPG, Schedule LV to Amendment
No. 14 with respect to Brookfield, Schedule LVI to Amendment No. 14 with respect to Partners Limited, Schedule LVII to Amendment
No. 14 with respect to BRH II Sub, Schedule LVIII to Amendment No. 14 with respect to BRH III Sub, Schedule LIX to Amendment No.
14 with respect to BRH IV-A Sub, Schedule LX to Amendment No. 14 with respect to BRH IV-B Sub, Schedule LXI to Amendment No. 14
with respect to BRH IV-C Sub, Schedule LXII to Amendment No. 14 with respect to BRH IV-D Sub, Schedule LXIII to Amendment No. 14
with respect to BAMPIC US, Schedule LXIV with respect to Split Corp, Schedule LXV to Amendment No. 14 with respect to CanHoldco,
Schedule LXVI to Amendment No. 14 with respect to CanHoldco 1, Schedule LXVII to Amendment No. 14 with respect to BP Partners Limited,
Schedule LXVIII to Amendment No. 14 with respect to BUSHI, Schedule LXIX to Amendment No. 14 with respect to BHC, Schedule LXX
to Amendment No. 14 with respect to BUSC, Schedule LXXI to Amendment No. 14 with respect to BWP, Schedule LXXII to Amendment No.
14 with respect to BPY III, Schedule LXXIII to Amendment No. 14 with respect to BRH VII, Schedule LXXIV to Amendment No. 14 with
respect to BPY Holdings I, Schedule LXXV to Amendment No. 14 with respect to BPY Holdings II, Schedule LXXVI to Amendment No. 14
with respect to BPY Holdings III, Schedule LXXVII to Amendment No. 14 with respect to BPY IV, Schedule LXXVIII to Amendment No.
14 with respect to BRH Warrants, Schedule LXXIX to Amendment No. 15 with respect to BPGH, Schedule LXXX to Amendment No. 15 with
respect to BPGUSH and Schedule LXXXI to this Amendment No. 16 with respect to BUSC Finance set forth lists of all of the directors
and executive officers or persons holding equivalent positions (the “
Scheduled Persons
”) of each such Reporting
Person.
(b) The principal business address of each
of Brookfield, Partners Limited, BPGH, BPGUSH, BHC, BUSHI, CanHoldco and CanHoldco 1 is 181 Bay Street, Suite 300, Toronto, Ontario,
Canada M5J 2T3. The principal business address of each of BPO and Split Corp is 181 Bay Street, Suite 330, Toronto, Ontario, Canada
M5J 2T3. The principal business address of each of BP Partners Limited, BPY and Holding LP is 73 Front Street, 5th Fl Hamilton
HM 12 Bermuda. The principal business address of Brookfield Hold LLC is Budapest 1074, Dohany utca 12 Budapest, Hungary. The principal
business address of Alberta ULC is Suite 1700, 335 8
th
Avenue SW, Calgary AB T2P 1C9. The principal business address
of each of BUSC, BUSC Finance, BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BWP, BRH VII,
BPY Holdings I, BPY Holdings II, BPY III, BRH Warrants, BPY Holdings III, BPY IV, BAMPIC US, BPI, New BPI Subco, BOP, New GGP Subco,
BPG and New LLC 1 is Brookfield Place, 250 Vesey Street, New York, NY 10281-1023.
Schedule XLVI, Schedule XLVII, Schedule
XLVIII, Schedule XLIX, Schedule L, Schedule LI, Schedule LII, Schedule LIII, Schedule LIV, Schedule LV, Schedule LVI, Schedule
LVII, Schedule LVIII, Schedule LIX, Schedule LX, Schedule LXI, Schedule LXII, Schedule LXIII, Schedule LXIV, Schedule LXV, Schedule
LXVI, Schedule LXVII, Schedule LXVIII, Schedule LXIX, Schedule LXX, Schedule LXXI, Schedule LXXII, Schedule LXXIII, Schedule LXXIV,
Schedule LXXV, Schedule LXXVI, Schedule LXXVII and Schedule LXXVIII to Amendment No. 14, Schedule LXXIX and Schedule LXXX to Amendment
No. 15 and Schedule LXXXI to this Amendment No. 16 set forth the principal business address of each Scheduled Person.
(c) The principal business of
Brookfield is to own and operate assets with a focus on real estate, renewable power, infrastructure and private equity. The
principal business of each of Partners Limited, BPGH, BPGUSH, BHC, BUSHI, BUSC, BUSC Finance, BPG, BP Partners Limited,
BPY, Holding LP, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, BOP, New BPI Subco, New GGP Subco, New LLC 1, BPY
Holdings I, BPY Holdings II, BPY III, BPY Holdings III, Split Corp and CanHoldco 1 is to serve as a holding company. The
principal business of BAMPIC US is to serve as investment manager, managing member or general partner, as applicable, for a
variety of certain private investment vehicles, including each of the Investment Vehicles (as defined below). The principal
activity of each of BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BRH VII and BRH Warrants
(each, an “
Investment Vehicle
”) and BWP and BPY IV is to serve as a special purpose entity for the purpose
of making certain investments, including investments in the Company.
Schedule XLVI, Schedule XLVII, Schedule
XLVIII, Schedule XLIX, Schedule L, Schedule LI, Schedule LII, Schedule LIII, Schedule LIV, Schedule LV, Schedule LVI, Schedule
LVII, Schedule LVIII, Schedule LIX, Schedule LX, Schedule LXI, Schedule LXII, Schedule LXIII, Schedule LXIV, Schedule LXV, Schedule
LXVI, Schedule LXVII, Schedule LXVIII, Schedule LXIX, Schedule LXX, Schedule LXXI, Schedule LXXII, Schedule LXXIII, Schedule LXXIV,
Schedule LXXV, Schedule LXXVI, Schedule LXXVII and Schedule LXXVIII to Amendment No. 14, Schedule LXXIX and Schedule LXXX to Amendment
No. 15 and Schedule LXXXI to this Amendment No. 16 set forth the principal occupation or employment of each Scheduled Person.
(d),(e) During the last five years, none
of the Reporting Persons nor any of the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Schedule XLVI, Schedule XLVII, Schedule XLVIII, Schedule
XLIX, Schedule L, Schedule LI, Schedule LII, Schedule LIII, Schedule LIV, Schedule LV, Schedule LVI, Schedule LVII, Schedule LVIII,
Schedule LIX, Schedule LX, Schedule LXI, Schedule LXII, Schedule LXIII, Schedule LXIV, Schedule LXV, Schedule LXVI, Schedule LXVII,
Schedule LXVIII, Schedule LXIX, Schedule LXX, Schedule LXXI, Schedule LXXII, Schedule LXXIII, Schedule LXXIV, Schedule LXXV, Schedule
LXXVI, Schedule LXXVII and Schedule LXXVIII to Amendment No. 14, Schedule LXXIX and Schedule LXXX to this Amendment No. 15 and
Schedule LXXXI to this Amendment No. 16 set forth the citizenships of each of the Scheduled Persons who is a natural person.
Item 4. Purpose of the Transaction
Item 4 of this Schedule 13D is hereby amended
to include the following:
On August 1,
2017, BPY delivered a letter to the Company (the “
2017 Letter
”) indicating the intention of the Reporting
Persons to elect, upon the exercise of the Warrants held thereby (except for approximately 1.5% held on behalf of clients who
have not yet elected a settlement method), for such Warrants (other than the Pershing Warrants, which are required by the terms
of the Warrant Agreement to be settled using the net share settlement method) to be settled using the full physical
settlement method (which requires the applicable holder to pay the aggregate exercise price applicable to such Warrants
held thereby).
The summary contained herein of the 2017
Letter is not intended to be complete and is qualified in its entirety by reference to the full text of such letter, a copy of
which are filed as Exhibit 36 hereto and which is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(c) of the Schedule 13D is hereby
amended in its entirety as follows:
(a)-(b) As of the close of business on
August 1, 2017, the Investment Vehicles directly held and beneficially owned the shares of Common Stock and Warrants to
acquire shares of Common Stock indicated on the following table. Each of the Investment Vehicles shares voting and investment
power as indicated in the paragraphs below the table. All calculations of percentages of beneficial ownership in this Item 5
and elsewhere in this Schedule 13D are based on the 882,610,436 shares of Common Stock reported by the Company as
outstanding, as of May 2, 2017, in its quarterly report on Form 10-Q filed with the SEC on May 4, 2017, plus, where such
beneficial ownership includes Warrants, such number of shares of Common Stock issuable upon exercise of the Warrants included
in any such beneficial ownership calculation.
Investment Vehicle
|
|
Common Stock
|
|
|
Warrants
|
|
|
Beneficial
Ownership
|
|
BRH VII
|
|
|
79,094,965
|
|
|
|
-
|
|
|
|
9.0
|
%
|
BRH Warrants
|
|
|
-
|
|
|
|
24,063,298
|
|
|
|
2.7
|
%
|
BRH II Sub
|
|
|
269,399
|
|
|
|
82,559
|
|
|
|
0.04
|
%
|
BRH III Sub
|
|
|
309,013
|
|
|
|
94,703
|
|
|
|
0.05
|
%
|
BRH IV-A Sub
|
|
|
3,909,249
|
|
|
|
1,465,005
|
|
|
|
0.6
|
%
|
BRH IV-B Sub
|
|
|
70,975
|
|
|
|
21,853
|
|
|
|
0.01
|
%
|
BRH IV-C Sub
|
|
|
1,344,835
|
|
|
|
497,868
|
|
|
|
0.2
|
%
|
BRH IV-D Sub
|
|
|
1,351,700
|
|
|
|
497,868
|
|
|
|
0.2
|
%
|
As managing member or general
partner, as applicable, of each of the Investment Vehicles, BAMPIC US may be deemed to beneficially own all 86,350,136 shares
of Common Stock and Warrants to acquire 26,723,154 shares of Common Stock owned by the Investment Vehicles,
collectively representing approximately 12.4% of the shares of Common Stock. As direct and indirect controlling persons of
BAMPIC US, each of BUSC Finance, BPG, BUSHI, BUSC, BHC, Brookfield and Partners Limited may be deemed to share with BAMPIC US
beneficial ownership of such shares of Common Stock and shares of Common Stock underlying such Warrants.
BPY III is the controlling
non-managing member of each Investment Vehicle (other than BRH Warrants). BPY III may be deemed to share voting and
investment power with respect to the 86,350,136 shares of Common Stock and Warrants to acquire 2,659,856 shares of Common
Stock owned by the Investment Vehicles (other than BRH Warrants), collectively representing approximately 10.1% of the shares
of Common Stock. As direct and indirect controlling persons of BPY III, each of BPY Holdings II, BPY Holdings I,
CanHoldco, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, Brookfield, BPO, Alberta ULC, Brookfield
Hold LLC, BPI, New BPI Subco, BOP, CanHoldco 1, Split Corp and New LLC 1 may be deemed to share with BPY III beneficial
ownership of such shares of Common Stock and shares of Common Stock underlying such Warrants.
As of the close of business on August
1, 2017, BPY Retail II LLC, a Delaware limited liability company (
“BPY II
”), directly held 8,670,667 shares
of Common Stock, representing approximately 1.0% of the shares of Common Stock, and BPY Retail VI LLC, a Delaware limited
liability company (“
BPY VI
”), directly held 37,191,170 shares of Common Stock, representing approximately
4.2% of the shares of Common Stock. As indirect controlling persons of BPY II and BPY VI, each of New LLC 1, BPY Holdings II,
BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners
Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY II and BPY VI
beneficial ownership of such shares of Common Stock.
As of the close of business on
August 1, 2017, Brookfield Retail Holdings V Fund B LP (“
BRH V-B
”) directly held 374,591 shares of Common
Stock and Warrants to acquire 113,721 shares of Common Stock, collectively representing approximately 0.06% of the shares of
Common Stock, and Brookfield Retail Holdings V Fund D, LP (“
BRH V-D
”) directly held 2,531,759 shares of
Common Stock and Warrants to acquire 768,607 shares of Common Stock, representing approximately 0.4% of the shares of Common
Stock. As direct and indirect controlling persons of BRH V-B and BRH V-D, each of BUSC Finance, BPG, BAMPIC US, BUSHI, BUSC,
BHC, Partners Limited and Brookfield may be deemed to share with BRH V-B and BRH V-D beneficial ownership of such shares of
Common Stock and shares of Common Stock underlying such Warrants.
As of the close of business on August
1, 2017, BPY IV directly held 61,444,210 shares of Common Stock, representing approximately 7.0% of the shares of Common
Stock, and BPY Retail V LLC, a Delaware limited liability company (“
BPY V LLC
”), directly held 8,670,667
shares of Common Stock, representing approximately 1.0% of the shares of Common Stock. As direct and indirect controlling
persons of BPY IV and BPY V, each of BPY Holdings III, BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI,
New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and
Brookfield may be deemed to share with BPY IV and BPY V beneficial ownership of such shares of Common Stock.
As of the close of business on August
1, 2017, New GGP Subco directly held 53,000,412 shares of Common Stock, representing approximately 6.0% of the shares of
Common Stock. As direct and indirect controlling persons of New GGP Subco, each of BPY Holdings I, CanHoldco, BPO, Alberta
ULC, BPY Holdings II, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited,
BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with New GGP Subco beneficial ownership of such
shares of Common Stock.
As of the close of business on August
1, 2017, BPY Holdings I directly held Warrants to acquire 28,573,420 shares of Common Stock, representing approximately 3.1%
of the shares of Common Stock. As direct and indirect controlling persons of BPY Holdings I, each of CanHoldco, BPO, Alberta
ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH,
CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY Holdings I beneficial ownership of such shares of
Common Stock underlying such Warrants.
As of the close of business on August
1, 2017, BWP directly held Warrants to acquire 21,123,856 shares of Common Stock, representing approximately 2.3% of the
shares of Common Stock. As direct and indirect controlling persons of BWP, each of BPY Holdings II, BPY Holdings I,
CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners
Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BWP beneficial ownership of such
shares of Common Stock underlying such Warrants.
None of the Reporting Persons has sole voting
or investment power with respect to any shares of Common Stock or shares of Common Stock underlying such Warrants.
By virtue of the various agreements and
arrangements among the Reporting Persons described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group”
within the meaning of Section 13(d)(3) under the Act and Rule 13d-5(b)(1) thereunder and each member of the “group”
may be deemed to beneficially own all shares of Common Stock and shares of Common Stock underlying such Warrants held by all members
of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 335,536,370 shares of
Common Stock (which includes the 77,302,758 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by
all Reporting Persons), constituting beneficial ownership of 35.0% of the shares of Common Stock. Each of the Investment Vehicles
and other Reporting Persons directly holding shares of Common Stock and/or Warrants expressly disclaims, to the extent permitted
by applicable law, beneficial ownership of any shares of Common Stock and/or shares of Common Stock underlying such Warrants held
by each of the other Investment Vehicles and Reporting Persons.
(c) None of the Reporting Persons, nor,
to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock during the past sixty days.
Item 7. Material To Be Filed as Exhibits
Item 7 of Schedule 13D is hereby amended
to include the following:
Exhibit 35
|
Joint Filing Agreement, dated as of August 2, 2017, by and among Brookfield Asset Management Inc., Partners Limited, Brookfield Holdings Canada Inc., Brookfield US Holdings Inc., Brookfield US Corporation, BUSC Finance LLC, Brookfield Asset Management Private Institutional Capital Adviser US, LLC, Brookfield Property Partners Limited, Brookfield Property Partners L.P., Brookfield Property L.P., Brookfield Retail Holdings II Sub III LLC, Brookfield Retail Holdings III 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, Brookfield Retail Holdings IV-D Sub II LLC, BW Purchaser, LLC, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings I LLC, Brookfield BPY Retail Holdings II LLC, BPY Retail III LLC, Brookfield Retail Holdings VII LLC, Brookfield Retail Holdings Warrants LLC, Brookfield BPY Retail Holdings III LLC, BPY Retail IV LLC, Brookfield Office Properties Inc., 1706065 Alberta ULC, Brookfield Holding Limited Liability Company, Brookfield Properties, Inc., BOP (US) LLC, Brookfield Properties Subco LLC, Brookfield BPY Retail Holdings II Subco LLC, New Brookfield BPY Retail Holdings II LLC, Brookfield Property Group LLC, BPY Canada Subholdings 1 ULC, Brookfield Property Split Corp., BPG Holdings Group Inc. and BPG Holdings Group (US) Holdings Inc.
|
Exhibit 36
|
Letter, dated August 1, 2017, from Brookfield Property Partners L.P. to GGP Inc.
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: August 2, 2017
|
BROOKFIELD
ASSET MANAGEMENT INC.
|
|
|
|
|
By:
|
/s/ Aleks
Novakovic
|
|
|
Name: Aleks Novakovic
|
|
|
Title: Managing Partner
|
|
|
|
|
By:
|
/s/ A.J.
Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President,
Legal Affairs
|
|
|
Dated: August 2, 2017
|
PARTNERS
LIMITED
|
|
|
|
By:
|
/s/
Brian Lawson
|
|
|
Name: Brian Lawson
|
|
|
Title: President
|
|
|
|
Dated: August 2, 2017
|
BPG
HOLDINGS GROUP INC.
|
|
|
|
|
By:
|
/s/
Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: August 2, 2017
|
BPG
HOLDINGS GROUP (US) HOLDINGS INC.
|
|
|
|
|
By:
|
/s/
Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: August 2, 2017
|
Brookfield
Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
By:
|
/s/ Murray
Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
|
By:
|
/s/ P.
Scott Selig
|
|
|
Name: P. Scott Selig
|
|
|
Title: Vice President
|
|
|
Dated: August 2, 2017
|
BROOKFIELD
HOLDINGS CANADA INC.
|
|
|
|
|
By:
|
/s/ A.J.
Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President
|
Dated: August 2, 2017
|
BROOKFIELD PROPERTY PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 2, 2017
|
Brookfield Property PARTNERS L.P.
|
|
|
|
By: Brookfield Property Partners Limited, its general partner
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 2, 2017
|
Brookfield Property L.P.
|
|
|
|
By:
Brookfield Property Partners L.P., its managing general partner
|
|
|
|
By: Brookfield Property Partners Limited, its general partner
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: August 2, 2017
|
BROOKFIELD BPY HOLDINGS INC.
|
|
|
|
By:
|
/s/ Allen Yi
|
|
|
Name: Allen Yi
|
|
|
Title:
Assistant Secretary
|
|
|
|
Dated: August 2, 2017
|
BROOKFIELD BPY RETAIL HOLDINGS I LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior
Vice President and Secretary
|
|
|
|
Dated: August 2, 2017
|
Brookfield BPY Retail Holdings II LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior
Vice President and Secretary
|
|
|
|
Dated: August 2, 2017
|
BPY Retail III LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior
Vice President and Secretary
|
Dated: August 2, 2017
|
Brookfield Retail Holdings VII LLC
|
|
|
|
|
By:
|
Brookfield Asset Management
Private Institutional Capital Adviser US, LLC, its manager
|
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
|
By:
|
/s/ P. Scott Selig
|
|
|
Name: P. Scott Selig
|
|
|
Title: Vice President
|
|
|
|
Dated: August 2, 2017
|
BROOKFIELD RETAIL HOLDINGS WARRANTS LLC
|
|
|
|
By:
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
|
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
|
By:
|
/s/ P. Scott Selig
|
|
|
Name: P. Scott Selig
|
|
|
Title: Vice President
|
|
|
|
Dated: August 2, 2017
|
BROOKFIELD BPY RETAIL HOLDINGS III LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior
Vice President and Secretary
|
|
|
|
Dated: August 2, 2017
|
BPY RETAIL IV LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior
Vice President and Secretary
|
|
|
|
Dated: August 2, 2017
|
BROOKFIELD RETAIL HOLDINGS II SUB III LLC
|
|
|
|
By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
|
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
|
By:
|
/s/ P. Scott Selig
|
|
|
Name: P. Scott Selig
|
|
|
Title: Vice President
|
Dated: August 2, 2017
|
BROOKFIELD RETAIL HOLDINGS III SUB II LLC
|
|
|
|
By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
|
|
|
|
By:
|
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
|
By:
|
/s/ P. Scott Selig
|
|
|
Name: P. Scott Selig
|
|
|
Title: Vice President
|
|
|
|
Dated: August 2, 2017
|
BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC
|
|
|
|
By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
|
By:
|
/s/ P. Scott Selig
|
|
|
Name: P. Scott Selig
|
|
|
Title: Vice President
|
|
|
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Dated: August 2, 2017
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BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC
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By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
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By:
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/s/ Murray Goldfarb
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Name: Murray Goldfarb
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Title: Managing Partner
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By:
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/s/ P. Scott Selig
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Name: P. Scott Selig
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Title: Vice President
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Dated: August 2, 2017
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BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC
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By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
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By:
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/s/ Murray Goldfarb
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Name: Murray Goldfarb
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Title: Managing Partner
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By:
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/s/ P. Scott Selig
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Name: P. Scott Selig
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Title: Vice President
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Dated: August 2, 2017
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BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC
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By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
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By:
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/s/ Murray Goldfarb
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Name: Murray Goldfarb
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Title: Managing Partner
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By:
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/s/ P. Scott Selig
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Name: P. Scott Selig
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Title: Vice President
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Dated: August 2, 2017
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BW PURCHASER, LLC
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By:
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/s/ Michelle L. Campbell
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Name: Michelle L. Campbell
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Title: Senior
Vice President and Secretary
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Dated: August 2, 2017
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Brookfield US Holdings Inc.
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By:
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/s/ A.J. Silber
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Name: A.J. Silber
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Title: Vice President
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Dated: August 2, 2017
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Brookfield US Corporation
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By:
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/s/ Josh Zinn
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Name: Josh Zinn
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Title: Vice
President
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Dated: August 2, 2017
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BUSC
FINANCE LLC
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By:
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/s/ Josh Zinn
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Name: Josh Zinn
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Title: Vice
President
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Dated: August 2, 2017
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BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC
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By:
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/s/ Michelle L. Campbell
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Name: Michelle L. Campbell
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Title: Senior
Vice President and Secretary
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Dated: August 2, 2017
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NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC
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By:
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/s/ Michelle L. Campbell
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Name: Michelle L. Campbell
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Title: Senior
Vice President and Secretary
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Dated: August 2, 2017
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BROOKFIELD OFFICE PROPERTIES INC.
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By:
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/s/ Keith Hyde
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Name: Keith Hyde
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Title: Vice President, Taxation
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Dated: August 2, 2017
|
1706065 ALBERTA ULC
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By:
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/s/ Keith Hyde
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Name: Keith Hyde
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Title: Vice President, Taxation
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Dated: August 2, 2017
|
BROOKFIELD HOLDING LIMITED LIABILITY COMPANY
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|
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By:
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/s/ Dr. László Csontos
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|
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Name: Dr. László Csontos
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Title: Managing Director
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By:
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/s/ Eamonn John O’Dea
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Name: Eamonn John O’Dea
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Title: Managing Director
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Dated: August 2, 2017
|
BROOKFIELD PROPERTIES, INC.
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|
|
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By:
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/s/ Michelle L. Campbell
|
|
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Name: Michelle L. Campbell
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|
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Title: Senior Vice President and Secretary
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|
|
|
Dated: August 2, 2017
|
BOP (US) LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
|
|
|
Dated: August 2, 2017
|
BROOKFIELD PROPERTIES SUBCO LLC
|
|
|
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By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
|
|
|
Dated: August 2, 2017
|
BROOKFIELD PROPERTY GROUP LLC
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
Dated: August 2, 2017
|
BPY CANADA SUBHOLDINGS 1 ULC
|
|
|
|
By:
|
/s/ Keith Hyde
|
|
|
Name: Keith Hyde
|
|
|
Title: President
|
|
|
|
Dated: August 2, 2017
|
BROOKFIELD PROPERTY SPLIT CORP.
|
|
|
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By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
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Title: Secretary
|
SCHEDULE LXXXI
BUSC Finance LLC
Name and Position of Officer or
Director
|
Principal Business Address
|
Principal Occupation or
Employment
|
Citizenship
|
|
|
|
|
Rami El Jurdi, Manager
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
|
Manager, Secretary
|
Canada
|
|
|
|
|
Jordan Kolar, Manager
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
|
Manager, Vice President
|
USA
|
|
|
|
|
Josh Zinn, Manager
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
|
Manager, Vice President
|
USA
|
|
|
|
|
Mark Srulowitz, President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
|
President
|
USA
|