Statement of Changes in Beneficial Ownership (4)

Date : 12/04/2019 @ 9:11PM
Source : Edgar (US Regulatory)
Stock : Howard Hughes Corporation (HHC)
Quote : 127.86  1.62 (1.28%) @ 7:54PM

Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Pershing Square Capital Management, L.P.
2. Issuer Name and Ticker or Trading Symbol

Howard Hughes Corp [ HHC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

787 ELEVENTH AVENUE, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/2/2019
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock, par value $0.01 per share 12/2/2019  S(4)  746476 (4)D(4)$115.00 (4)448317 I See footnotes (1)(2)(3)(4)(5)
Common stock, par value $0.01 per share 12/2/2019  P(4)  746476 (4)A(4)$115.00 (4)1194793 I See footnotes (1)(2)(3)(4)(5)
Common stock, par value $0.01 per share 12/2/2019  P(4)  1000000 (4)A(4)$115.00 (4)2194793 I See footnotes (1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Cash Settled Total Return Swaps (call equivalent position) $115.00 12/2/2019  J/K (4)    7 (4)  (4)12/2/2019 Common stock, par value $0.01 per share 4189446  (4)0 (4)I See footnotes (1)(2)(3)(4)(5)
OTC Equity Forward (call equivalent position) $115.00 12/2/2019  J/K (4)  7 (4)    (4)6/3/2020 Common stock, par value $0.01 per share 4189446  (4)7 (4)I See footnotes (1)(2)(3)(4)(5)

Explanation of Responses:
(1) In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
(2) Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS and PS International, the "Pershing Square Funds").
(3) Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Ackman's position as Chief Executive Officer of Pershing Square and managing member of PS Management, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
(4) This Form 4 is being filed as a result of the purchase of common stock, the termination of swaps, the purchase of forward contracts, and ordinary course rebalancing transactions among the Pershing Square Funds. The purchase of common stock, the termination of the swaps, the purchase of forward contracts and ordinary course rebalancing transactions were effected at the same time on December 2, 2019. The forward contracts referred to in Table II do not give the Reporting Persons or the Pershing Square Funds direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. In addition to the rebalancing among the Pershing Square Funds, the result of all the transactions was to increase the Reporting Person's beneficial ownership from 2.9% as previously reported to 14.8%.
(5) Mr. Ackman, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of Pershing Square, PS Management, the Pershing Square Funds and Pershing Square GP, LLC. As a result, each of those entities are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Pershing Square Capital Management, L.P.
787 ELEVENTH AVENUE
9TH FLOOR
NEW YORK, NY 10019
XX

PS Management GP, LLC
787 ELEVENTH AVENUE
9TH FLOOR
NEW YORK, NY 10019
XX

ACKMAN WILLIAM A
787 ELEVENTH AVENUE
9TH FLOOR
NEW YORK, NY 10019
XX


Signatures
Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member12/4/2019
**Signature of Reporting PersonDate

PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member12/4/2019
**Signature of Reporting PersonDate

/s/ William A. Ackman12/4/2019
**Signature of Reporting PersonDate

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