As filed with the Securities and Exchange Commission on February 28, 2011
Registration No. 333-144214
333-135118
333-125605
333-105882
333-79737
333-74461
333-28449
333-11237
333-07241
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-144214
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-135118
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-125605
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-105882
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-79737
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-74461
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-28449
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-11237
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-07241
UNDER
THE SECURITIES ACT OF 1933
GGP, Inc.
(f/k/a General Growth Properties, Inc.)
(Exact name of registrant as specified in its charter)
Delaware
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42-1283895
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. employer
identification no.)
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110 N. Wacker Drive
Chicago, Illinois 60606
(Address of Principal Executive Offices)
General Growth Properties, Inc. Employee Stock Purchase Plan, as amended
General Growth 401(k) Savings Plan, as amended
General Growth Properties, Inc. 1998 Incentive Stock Plan, as amended
General Growth Properties, Inc. 2003 Incentive Stock Plan
General Growth Properties, Inc. Employee Stock Purchase Plan
General Growth Properties, Inc. 1998 Stock Incentive Plan
General Growth Properties, Inc. 1993 Stock Incentive Plan, as amended
General Growth Management Savings Plan
General Growth Properties, Inc. 1993 Stock Incentive Plan, as amended
(Full Title of the Plan)
Sandeep Mathrani
Chief Executive Officer
GGP, Inc.
110 N. Wacker Drive
Chicago, Illinois 60606
(312) 960-5000
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
Copy to:
Matthew D. Bloch, Esq.
Heather L. Emmel, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated filer
¨
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Non-accelerated filer
x
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Smaller reporting company
¨
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