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. 36174X101
|
|
Page
2
of
48
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)
o
|
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
327,053,880*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
327,053,880*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
327,053,880*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
* See Item 5.
CUSIP
No. 36174X101
|
|
Page
3
of
48
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)
o
|
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
327,053,880*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
327,053,880*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
327,053,880*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
* See Item 5.
CUSIP
No. 36174X101
|
|
Page
4
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
5
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
6
of
48
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)
o
|
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
106,922,263*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
106,922,263*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
7
of
48
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)
o
|
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
106,922,263*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
106,922,263*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
8
of
48
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)
o
|
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
106,922,263*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
106,922,263*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
9
of
48
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)
o
|
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
106,922,263*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
106,922,263*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
10
of
48
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)
o
|
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
106,922,263*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
106,922,263*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
11
of
48
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)
o
|
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
106,922,263*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
106,922,263*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
12
of
48
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)
o
|
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)
8.3%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
13
of
48
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)
o
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
14
of
48
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)
o
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
No. 36174X101
|
|
Page
15
of
48
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)
o
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
No. 36174X101
|
|
Page
16
of
48
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)
o
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
No. 36174X101
|
|
Page
17
of
48
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)
o
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
No. 36174X101
|
|
Page
18
of
48
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)
o
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
No. 36174X101
|
|
Page
19
of
48
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)
o
|
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
12,989,228*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
12,989,228*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
12,989,228*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
20
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
21
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
22
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
23
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
24
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
25
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
26
of
48
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)
o
|
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
255,438,596*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
255,438,596*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
255,438,596*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
27
of
48
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)
o
|
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
139,433,107*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
139,433,107*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
139,433,107*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
28
of
48
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)
o
|
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)
7.4%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
29
of
48
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)
o
|
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)
2.5%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
30
of
48
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)
o
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
No. 36174X101
|
|
Page
31
of
48
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)
o
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
No. 36174X101
|
|
Page
32
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
33
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
34
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
35
of
48
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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
36
of
48
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Properties Subco LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(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)
o
|
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
323,641,838*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
323,641,838*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
37
of
48
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)
o
|
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
255,438,596*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
255,438,596*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
255,438,596*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
38
of
48
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)
o
|
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)
5.6%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
39
of
48
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)
o
|
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
7,337,730*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,337,730*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,337,730*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
40
of
48
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BPY Retail V 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)
o
|
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)
7.4%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
41
of
48
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Properties Investor 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)
o
|
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
60,338,142*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
60,338,142*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
60,338,142*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% of the shares of Common Stock. See Item
5.
CUSIP
No. 36174X101
|
|
Page
42
of
48
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield BFP Holdings 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)
o
|
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
60,338,142*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
60,338,142*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
60,338,142*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%*
|
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 327,053,880 shares
of Common Stock held by all of the Reporting Persons in the aggregate, representing 34.4% 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. 18
”) 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
”), August 21, 2016 (“
Amendment No. 15
”), August 2, 2017
(“
Amendment No. 16
”) and October 11, 2017 (“
Amendment No. 17
”) (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, Amendment No. 16, Amendment No. 17 and this Amendment No. 18 are collectively referred to herein as the “
Schedule
13D
”). This Amendment No. 18 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. 18 to the Schedule 13D
is being filed to update the beneficial ownership information in the Schedule 13D as a result of the 2017 Internal Restructuring
Transactions (as defined in Item 4), including the removal of the persons identified in Item 5(e) as Reporting Persons on this
Schedule 13D and the addition of certain persons identified in Item 2 as Reporting Persons on this Schedule 13D.
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;
(xv) Brookfield Retail Holdings IV-A Sub II LLC (“
BRH
IV-A Sub
”), a Delaware limited liability company;
(xvi) Brookfield Retail Holdings IV-B Sub II LLC
(“
BRH IV-B Sub
”), a Delaware limited liability company;
(xvii) Brookfield Retail Holdings IV-C Sub II LLC
(“
BRH IV-C Sub
”), a Delaware limited liability company;
(xviii) Brookfield Retail Holdings IV-D Sub II LLC
(“
BRH IV-D Sub
”), a Delaware limited liability company;
(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;
(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;
(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 BFPH (defined below);
(xxxvii) New Brookfield BPY Retail Holdings II LLC
(“
New LLC 1
”), a Delaware limited liability company and a subsidiary of BFPH (defined below);
(xxxviii) BUSC Finance LLC (“
BUSC Finance
”),
a Delaware limited liability company and a subsidiary of BUSC;
(xxxix) BPY Retail V LLC (“
BPY V
”),
a Delaware limited liability company and a subsidiary of BPY Holdings III;
(xxxx) Brookfield Properties Investor LLC (“
Brookfield
Properties Investor
”), a Delaware limited liability company and a subsidiary of BPY Holdings II; and
(xxxxi) Brookfield BFP Holdings LLC (“
BFPH
”),
a Delaware limited liability company and a subsidiary of Brookfield Properties Investor.
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, Schedule LXXXI to Amendment No. 16 with respect to BUSC Finance, Schedule LXXXII to this Amendment No. 18 with
respect to BPY V, Schedule LXXXIII to this Amendment No. 18 with respect to Brookfield Properties Investor and Schedule LXXXIV
to this Amendment No. 18 with respect to BFPH 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, New LLC 1, BPY V, Brookfield Properties Investor and BFPH 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, Schedule LXXXI to Amendment No. 16 and Schedule LXXXII, Schedule LXXXIII and Schedule LXXXIV to this Amendment No. 18 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, CanHoldco 1, Brookfield Properties Investor and BFPH 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, BWP, BPY IV and BPY V 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, Schedule LXXXI to Amendment No. 16 and Schedule LXXXII, Schedule LXXXIII and Schedule LXXXIV to this Amendment No. 18 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, Schedule LXXXI to Amendment No. 16 and Schedule LXXXII, Schedule LXXXIII and Schedule LXXXIV to this Amendment
No. 18 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 October 27,
2017 and October 31, 2017, Brookfield and certain entities controlled by Brookfield completed certain internal restructuring transactions
involving entities beneficially owning certain shares of Common Stock (collectively, the “
2017 Internal Restructuring
Transactions
”). As a result of the 2017 Internal Restructuring Transactions, the beneficial ownership of certain shares
of Common Stock by certain entities controlled by Brookfield has changed, and Item 5 of this Amendment No. 18 sets forth the beneficial
ownership of the Reporting Persons following the 2017 Internal Restructuring Transactions.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(c) and (e) of the Schedule 13D
is hereby amended in its entirety as follows:
(a)-(b) All calculations of percentages
of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the 882,003,440 shares of Common Stock
reported by the Company as outstanding, as of August 1, 2017, in its quarterly report on Form 10-Q filed with the SEC on August
3, 2017,
plus
the number of shares of Common Stock issued upon the exercise of the Warrants by certain of the Reporting
Persons on October 11, 2017.
As of the close of business on October
31, 2017, BWP directly held 12,989,228 shares of Common Stock, representing approximately 1.4% of the shares of Common Stock;
New GGP Warrants LLC (“
New GGP Warrants
”), a Delaware limited liability company, directly held 28,573,419 shares
of Common Stock, representing approximately 3.0% of the shares of Common Stock; BRH Warrants directly held 24,063,298 shares of
Common Stock, representing approximately 2.5% of the shares of Common Stock; and Brookfield Retail Mall LLC (“
Retail
Mall
”), a Delaware limited liability company, directly held 2,577,297 shares of Common Stock, representing approximately
0.3% of the shares of Common Stock. As direct or indirect controlling persons of each of BWP, New GGP Warrants, BRH Warrants and
Retail Mall, each of Partners Limited, Brookfield, BPGH, BPGUSH, BP Partners Limited, BPY, Holding LP, CanHoldco, CanHoldco 1,
Split Corp, BPO, Alberta ULC, Brookfield Hold LLC, BPI and New BPI Subco may be deemed to share with each of BWP, New GGP Warrants,
BRH Warrants and Retail Mall beneficial ownership of such shares of Common Stock.
As of the close of business on October
31, 2017, BRH VII directly held 79,094,965 shares of Common Stock, representing approximately 8.3% of the shares of Common Stock.
As direct or indirect controlling persons of BRH VII, each of Partners Limited, Brookfield, BPGH, BPGUSH, BP Partners Limited,
BPY, Holding LP, CanHoldco, CanHoldco 1, Split Corp, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, BPY Holdings
I and BPY Holdings II may be deemed to share with BRH VII beneficial ownership of such shares of Common Stock.
As of the close of business on October
31, 2017, BPY Retail I LLC (“
BPY I
”), a Delaware limited liability company, directly held 45,890,612 shares
of Common Stock, representing approximately 4.8% of the shares of Common Stock, and BPY V directly held 70,114,877 shares of Common
Stock, representing approximately 7.4% of the shares of Common Stock. As direct or indirect controlling persons of each of BPY
I and BPY V, each of Partners Limited, Brookfield, BPGH, BPGUSH, BP Partners Limited, BPY, Holding LP, CanHoldco, CanHoldco 1,
Split Corp, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP and BPY Holdings I may be deemed to share with BPY
I and BPY V beneficial ownership of such shares of Common Stock.
As of the close of business on October 31,
2017, New LLC 1 directly held 6,985,772 shares of Common Stock, representing approximately 0.7% of the shares of Common Stock,
and New GGP Subco directly held 53,000,412 shares of Common Stock, representing approximately 5.6% of the shares of Common Stock.
As direct or indirect controlling persons of each of New LLC 1 and New GGP Subco, each of Partners Limited, Brookfield, BPGH, BPGUSH,
BP Partners Limited, BPY, Holding LP, CanHoldco, CanHoldco 1, Split Corp, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco,
BOP, BPY Holdings I, BPY Holdings II, Brookfield Properties Investor and BFPH may be deemed to share with each of New LLC 1 and
New GGP Subco beneficial ownership of such shares of Common Stock.
As of the close of business on October 31,
2017, BRH II Sub directly held 351,958 shares of Common Stock, representing approximately 0.04% of the shares of Common Stock.
As direct or indirect controlling persons of BRH II Sub, each of Partners Limited, Brookfield, BPGH, BPGUSH, BP Partners Limited,
BPY, Holding LP, CanHoldco, CanHoldco 1, Split Corp, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, BPY Holdings
I, BPY Holdings II, Brookfield Properties Investor, BFPH and New LLC 1 may be deemed to share with BRH II Sub beneficial ownership
of such shares of Common Stock.
As of the close of business on October
31, 2017, Brookfield Retail Holdings V Fund B LP (“
BRH V-B
”), a Delaware limited partnership, directly held
439,768 shares of Common Stock, representing approximately 0.05% of the shares of Common Stock, and Brookfield Retail Holdings
V Fund D, LP (“
BRH V-D
”), a Delaware limited partnership, directly held 2,972,274 shares of Common Stock, representing
approximately 0.3% of the shares of Common Stock. As indirect controlling persons of BRH V-B and BRH V-D, each of Partners Limited,
Brookfield, BHC, BUSHI, BPG, BUSC, BUSC Finance and BAMPIC US may be deemed to share with BRH V-B and BRH V-D beneficial ownership
of such shares of Common Stock.
As the sole managing member of each of
BRH VII, BRH Warrants and BRH II Sub, BAMPIC US may be deemed to beneficially own the 79,094,965 shares of Common Stock directly
held by BRH VII, representing approximately 8.3% of the shares of Common Stock, the 24,063,298 shares of Common Stock directly
held by BRH Warrants, representing approximately 2.5% of the shares of Common Stock, and the 351,958 shares of Common Stock directly
held by BRH II Sub, representing approximately 0.04% of the shares of Common Stock. As direct or indirect controlling persons
of BAMPIC US, each of Partners Limited, Brookfield, BHC, BUSHI, BPG, BUSC and BUSC Finance may be deemed to share with BAMPIC
US beneficial ownership of such shares of Common Stock.
None of the Reporting Persons has sole
voting or investment power with respect to any shares of Common Stock.
By virtue of the various agreements and
arrangements among the Reporting Persons described in this Schedule 13D, the Reporting Persons, excluding the Exiting Persons
(as defined in Item 5(e) below), 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 held by all members of the “group.” Accordingly, each of the Reporting Persons, excluding the Exiting
Persons, may be deemed to beneficially own 327,053,880 shares of Common Stock, constituting beneficial ownership of 34.4% of the
shares of Common Stock. Each of the Reporting Persons directly holding shares of Common Stock expressly disclaims, to the extent
permitted by applicable law, beneficial ownership of any shares of Common Stock held by each of the other Reporting Persons.
(c) None of the Reporting Persons, nor,
to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock since the filing of Amendment No.
17, except as described above in Item 4 of this Amendment No. 18, which is incorporated herein by reference.
(e) On October 27, 2017, each of BRH III
Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub, BRH IV-D Sub, BPY III, BPY IV and New LLC 1 (collectively, the “
Exiting
Persons
”) ceased to be a beneficial owner of more than five percent (5%) of the shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended
to include the following:
Pursuant to Rule 13d-1(k) promulgated
under the Act, the Reporting Persons have entered into an agreement on October 31, 2017, with respect to the joint filing of this
Amendment No. 18 and any amendment or amendments hereto (the “
Joint Filing Agreement
”). The Joint Filing Agreement
is attached hereto as Exhibit 37.
Item 7. Material To Be Filed as Exhibits
Item 7 of Schedule 13D is hereby amended
to include the following:
Exhibit
37
|
|
Joint Filing Agreement, dated as of October 31, 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, BW Purchaser, LLC, Brookfield BPY Holdings Inc., Brookfield BPY Retail
Holdings I LLC, Brookfield BPY Retail Holdings II LLC, Brookfield Retail Holdings VII LLC, Brookfield Retail Holdings Warrants
LLC, Brookfield BPY Retail Holdings III 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, Brookfield Property Group LLC, BPY Canada Subholdings 1 ULC, Brookfield Property Split Corp., BPG Holdings Group Inc.,
BPG Holdings Group (US) Holdings Inc., 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, New Brookfield
BPY Retail Holdings II LLC, BPY Retail III LLC, BPY Retail IV LLC, BPY Retail V LLC, Brookfield Properties Investor LLC and Brookfield
BFP Holdings LLC.
|
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: October 31, 2017
|
BROOKFIELD
ASSET MANAGEMENT INC.
|
|
|
|
|
By:
|
/s/ Aleks Novakovic
|
|
|
Name: Aleks Novakovic
|
|
|
Title: Managing Partner
|
|
|
Dated: October 31, 2017
|
PARTNERS
LIMITED
|
|
|
|
By:
|
/s/ Brian Lawson
|
|
|
Name: Brian Lawson
|
|
|
Title: President
|
|
|
|
Dated: October 31, 2017
|
BPG
HOLDINGS GROUP INC.
|
|
|
|
|
By:
|
/s/ Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: October 31, 2017
|
BPG
HOLDINGS GROUP (US) HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: October 31, 2017
|
Brookfield
Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
HOLDINGS CANADA INC.
|
|
|
|
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President
|
Dated: October 31, 2017
|
BROOKFIELD
PROPERTY PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: October 31, 2017
|
Brookfield
Property PARTNERS L.P.
|
|
|
|
By: Brookfield
Property Partners Limited, its general partner
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
Dated: October 31, 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: October 31, 2017
|
BROOKFIELD
BPY HOLDINGS INC.
|
|
|
|
By:
|
/s/ Allen Yi
|
|
|
Name: Allen Yi
|
|
|
Title: Assistant Secretary
|
Dated: October 31, 2017
|
BROOKFIELD
BPY RETAIL HOLDINGS I LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
Brookfield
BPY Retail Holdings II LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
BPY
Retail III LLC
|
|
|
|
|
By:
|
BPY
RETAIL I LLC, its successor
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 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
|
|
|
|
Dated: October 31, 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
|
Dated: October 31, 2017
|
BROOKFIELD
BPY RETAIL HOLDINGS III LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
BPY RETAIL
IV LLC
|
|
|
|
By:
|
BPY
RETAIL I LLC, its successor
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 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
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS III SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-A SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-B SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-C SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-D SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
BW PURCHASER,
LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
Brookfield
US Holdings Inc.
|
|
|
|
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President
|
Dated: October 31, 2017
|
Brookfield
US Corporation
|
|
|
|
|
By:
|
/s/ Josh Zinn
|
|
|
Name: Josh Zinn
|
|
|
Title: Vice President
|
|
|
|
Dated: October 31, 2017
|
BUSC
FINANCE LLC
|
|
|
|
|
By:
|
/s/ Josh Zinn
|
|
|
Name: Josh Zinn
|
|
|
Title: Vice President
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
BPY RETAIL HOLDINGS II SUBCO LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
NEW BROOKFIELD
BPY RETAIL HOLDINGS II LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
OFFICE PROPERTIES INC.
|
|
|
|
By:
|
/s/ Keith Hyde
|
|
|
Name: Keith Hyde
|
|
|
Title: Vice President,
Taxation
|
|
|
|
Dated: October 31, 2017
|
1706065
ALBERTA ULC
|
|
|
|
By:
|
/s/ Keith Hyde
|
|
|
Name: Keith Hyde
|
|
|
Title: Vice President,
Taxation
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
HOLDING LIMITED LIABILITY COMPANY
|
|
|
|
By:
|
/s/ Dr. László
Csontos
|
|
|
Name: Dr. László
Csontos
|
|
|
Title: Managing Director
|
|
|
|
|
By:
|
/s/ Eamonn John O’Dea
|
|
|
Name: Eamonn John O’Dea
|
|
|
Title: Managing Director
|
Dated: October 31, 2017
|
BROOKFIELD
PROPERTIES, INC.
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
BOP (US)
LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD
PROPERTIES SUBCO LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD
PROPERTY GROUP LLC
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
Dated: October 31, 2017
|
BPY CANADA
SUBHOLDINGS 1 ULC
|
|
|
|
By:
|
/s/ Keith Hyde
|
|
|
Name: Keith Hyde
|
|
|
Title: President
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
PROPERTY SPLIT CORP.
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Secretary
|
Dated: October 31, 2017
|
BPY RETAIL
V LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD
PROPERTIES INVESTOR LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD BFP HOLDINGS LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
SCHEDULE LXXXII
BPY RETAIL V LLC
Name and Position of
Officer or Director
|
Principal Business Address
|
Principal Occupation or
Employment
|
Citizenship
|
|
|
|
|
G. Mark Brown
(Director and Global Chief
Investment Officer)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Global Chief Investment Officer
|
Canada
|
|
|
|
|
Michelle L. Campbell
(Director and Senior Vice
President & Secretary)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Senior Vice President
|
Canada
|
|
|
|
|
Ricky Tang
(Director)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York,
NY 10281 USA
|
Chief Financial Officer
|
Canada
|
|
|
|
|
Kathleen G. Kane
(Executive Vice President
and General Counsel)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Executive Vice President and
General Counsel
|
USA
|
|
|
|
|
Danielle Brody
(Vice President)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York,
NY 10281 USA
|
Vice President
|
USA
|
|
|
|
|
Phyllis F. Moore
(Assistant Secretary)
|
181 Bay Street, Suite 330,
Brookfield Place
Toronto, Ontario M5J 2T3
Canada
|
Senior Corporate Law Clerk
|
Canada
|
SCHEDULE LXXXIII
BROOKFIELD PROPERTIES INVESTOR LLC
Name and Position of
Officer or Director
|
Principal Business Address
|
Principal Occupation or
Employment
|
Citizenship
|
|
|
|
|
G. Mark Brown
(Director and Global Chief
Investment Officer)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Global Chief Investment Officer
|
Canada
|
Michelle L. Campbell
(Director and Senior Vice
President &
Secretary)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Senior Vice President
|
Canada
|
Ricky Tang
(Director)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Chief Financial Officer
|
Canada
|
Kathleen G. Kane
(Executive Vice President
and General Counsel)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Executive Vice President and
General Counsel
|
USA
|
Danielle Brody
(Vice President)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Vice President
|
USA
|
Phyllis F. Moore
(Assistant Secretary)
|
181 Bay Street, Suite 330,
Brookfield Place
Toronto, Ontario M5J 2T3
Canada
|
Senior Corporate Law Clerk
|
Canada
|
SCHEDULE LXXXIV
BROOKFIELD BFP HOLDINGS LLC
Name and Position of
Officer or Director
|
Principal Business Address
|
Principal Occupation or
Employment
|
Citizenship
|
|
|
|
|
G. Mark Brown
(Director and Global Chief
Investment Officer)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Global Chief Investment Officer
|
Canada
|
Michelle L. Campbell
(Director and Senior Vice
President &
Secretary)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Senior Vice President
|
Canada
|
Ricky Tang
(Director)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Chief Financial Officer
|
Canada
|
Kathleen G. Kane
(Executive Vice President
and General Counsel)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Executive Vice President and
General Counsel
|
USA
|
Danielle Brody
(Vice President)
|
Brookfield Place,
250 Vesey Street, 15
th
floor,
New York, NY 10281
USA
|
Vice President
|
USA
|
Phyllis F. Moore
(Assistant Secretary)
|
181 Bay Street, Suite 330,
Brookfield Place
Toronto, Ontario M5J 2T3
Canada
|
Senior Corporate Law Clerk
|
Canada
|
Exhibit 37
Joint Filing Agreement
THIS JOINT FILING AGREEMENT is entered into as of October 31,
2017, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common
stock, par value $0.01 per share, of GGP Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned
shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance
with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: October 31, 2017
|
BROOKFIELD
ASSET MANAGEMENT INC.
|
|
|
|
|
By:
|
/s/ Aleks Novakovic
|
|
|
Name: Aleks Novakovic
|
|
|
Title: Managing Partner
|
|
|
Dated: October 31, 2017
|
PARTNERS
LIMITED
|
|
|
|
By:
|
/s/ Brian Lawson
|
|
|
Name: Brian Lawson
|
|
|
Title: President
|
|
|
|
Dated: October 31, 2017
|
BPG
HOLDINGS GROUP INC.
|
|
|
|
|
By:
|
/s/ Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: October 31, 2017
|
BPG
HOLDINGS GROUP (US) HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: October 31, 2017
|
Brookfield
Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
HOLDINGS CANADA INC.
|
|
|
|
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President
|
Dated: October 31, 2017
|
BROOKFIELD
PROPERTY PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
Dated: October 31, 2017
|
Brookfield
Property PARTNERS L.P.
|
|
|
|
By: Brookfield
Property Partners Limited, its general partner
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: October 31, 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: October 31, 2017
|
BROOKFIELD
BPY HOLDINGS INC.
|
|
|
|
By:
|
/s/ Allen Yi
|
|
|
Name: Allen Yi
|
|
|
Title: Assistant Secretary
|
Dated: October 31, 2017
|
BROOKFIELD
BPY RETAIL HOLDINGS I LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
Brookfield
BPY Retail Holdings II LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
BPY
Retail III LLC
|
|
|
|
|
By:
|
BPY
RETAIL I LLC, its successor
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 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
|
|
|
|
Dated: October 31, 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
|
Dated: October 31, 2017
|
BROOKFIELD
BPY RETAIL HOLDINGS III LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
BPY RETAIL
IV LLC
|
|
|
|
By:
|
BPY
RETAIL I LLC, its successor
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 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
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS III SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-A SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-B SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-C SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-D SUB II LLC
|
|
|
|
By: New
Brookfield BPY Retail Holdings II LLC, its successor
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
BW PURCHASER,
LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
Brookfield
US Holdings Inc.
|
|
|
|
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President
|
Dated: October 31, 2017
|
Brookfield
US Corporation
|
|
|
|
|
By:
|
/s/ Josh Zinn
|
|
|
Name: Josh Zinn
|
|
|
Title: Vice President
|
|
|
|
Dated: October 31, 2017
|
BUSC
FINANCE LLC
|
|
|
|
|
By:
|
/s/ Josh Zinn
|
|
|
Name: Josh Zinn
|
|
|
Title: Vice President
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD
BPY RETAIL HOLDINGS II SUBCO LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 31, 2017
|
NEW BROOKFIELD BPY RETAIL HOLDINGS
II LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
|
|
|
Dated: October 31, 2017
|
BROOKFIELD OFFICE PROPERTIES
INC.
|
|
|
|
By:
|
/s/ Keith Hyde
|
|
|
Name: Keith Hyde
|
|
|
Title: Vice President, Taxation
|
|
|
|
Dated: October 31, 2017
|
1706065 ALBERTA ULC
|
|
|
|
By:
|
/s/ Keith Hyde
|
|
|
Name: Keith Hyde
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Title: Vice President, Taxation
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Dated: October 31, 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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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
|
Dated: October 31, 2017
|
BROOKFIELD PROPERTIES, INC.
|
|
|
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By:
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/s/ Michelle L. Campbell
|
|
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Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
|
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Dated: October 31, 2017
|
BOP (US) LLC
|
|
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By:
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/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD PROPERTIES SUBCO LLC
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|
|
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By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD PROPERTY GROUP LLC
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
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Title: Managing Partner
|
|
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Dated: October 31, 2017
|
BPY CANADA SUBHOLDINGS 1 ULC
|
|
|
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By:
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/s/ Keith Hyde
|
|
|
Name: Keith Hyde
|
|
|
Title: President
|
|
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|
Dated: October 31, 2017
|
BROOKFIELD PROPERTY SPLIT CORP.
|
|
|
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By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
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Title: Secretary
|
Dated: October 31, 2017
|
BPY RETAIL V LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD PROPERTIES INVESTOR
LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
Dated: October 31, 2017
|
BROOKFIELD BFP HOLDINGS LLC
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|