This amendment No. 4 (the Amendment No. 4) to
Schedule 13D relates to the Schedule 13D filed on December 4, 2019 (the Original Schedule 13D, as amended and supplemented through the date of this Amendment No. 4, the Schedule 13D) by
(i) Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square), (ii) PS Management GP, LLC, a Delaware limited liability company (PS Management) and (iii) William A.
Ackman, a citizen of the United States (together with Pershing Square and PS Management, the Reporting Persons) relating to the common stock, par value $0.01 per share (the Common Stock), of The Howard Hughes
Corporation, a Delaware corporation (the Issuer).
Capitalized terms used but not defined in this Amendment No. 4
shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 4, the Schedule 13D is
unchanged.
Item 1.
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Security and Issuer
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Item 1 of the Original Schedule 13D is hereby amended and supplemented by replacing the second and third paragraphs therein with the following
information:
The Reporting Persons beneficially own 13,470,008 shares of Common Stock (the Subject Shares). On
January 6, 2021, the Reporting Persons acquired Subject Shares through: (i) the obligation to purchase shares of Common Stock pursuant to previously written (and reported) Put Options which expired on January 6, 2021 (the
January Puts); (ii) the unwind of 3,462,500 previously written (and reported) Put Options (with an expiration of August 11, 2021) (the August Puts); and (iii) the purchase of shares of Common Stock. As
a result of the transactions related to the Put Options (as further set forth in Exhibit 99.10 hereto), the Reporting Persons investment is solely in shares of Common Stock.
The Subject Shares represent approximately 24.5% of the outstanding shares of Common Stock, based on 54,922,801 shares of Common Stock
outstanding as of November 2, 2020 as reported in the Issuers Form 10-Q filed on November 5, 2020 for the quarterly period ending September 30, 2020.
Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The Reporting Persons, on behalf of PSH were put 610,000 shares of Common Stock by the put counterparty for an aggregate amount of
$48,232,700, and 2,852,500 put options expired unexercised by the counterparties. PSH unwound August Puts referencing 3,462,500 shares of Common Stock and paid $47,498,565 to the option counterparties. PSH purchased 1,942,000 shares of Common Stock
for an aggregate purchase price of $153,651,040. The source of funding for these transactions was derived from the capital of PSH.
In
addition, on behalf of PSH, the purchaser, and PS International, the seller, the Reporting Persons rebalanced 574,846 shares of Common Stock at the close of trading on January 6, 2021 at the closing price for an aggregate price of $45,481,816. The
purchasers source of funding was its own capital.