- Amended Statement of Changes in Beneficial Ownership (4/A)
March 15 2012 - 5:25PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Brookfield Retail Holdings V LP
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2. Issuer Name
and
Ticker or Trading Symbol
Rouse Properties, Inc.
[
RSE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
THREE WORLD FINANCIAL CENTER, 200 VESEY STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/8/2012
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(Street)
NEW YORK, NY 10281
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/13/2012
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, Par Value $0.01 per share
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3/8/2012
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J
(1)
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600173
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D
(1)
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$14.73
(2)
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0
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D
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Common Stock, Par Value $0.01 per share
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3/8/2012
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J
(1)
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600173
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A
(1)
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$14.73
(2)
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600173
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I
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See footnote
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Rights to Acquire Shares pursuant to Rights Offering
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$5.6264
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3/8/2012
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J
(3)
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2946661
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2/13/2012
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3/16/2012
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Common Stock
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1105276
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$
0
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3546834
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D
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Rights to Acquire Shares pursuant to Rights Offering
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$5.6264
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3/8/2012
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J
(4)
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1276129
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2/13/2012
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3/16/2012
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Common Stock
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478668
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$
0
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4822963
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D
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Explanation of Responses:
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(
1)
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Change only in form of pecuniary interest. On March 8, 2012, the Reporting Person contributed 600,173 shares of Common Stock of the Issuer (the "Shares") directly beneficially owned by the Reporting Person to Brookfield Retail Holdings R 1 Inc. ("Holdco"). In exchange for such contribution, the Reporting Person acquired (i) 66.5427 shares in Holdco representing a proportionate interest in Holdco equivalent to 600,173 of the Shares held by Holdco following the contribution and (ii) pursuant to a loan agreement, a note with Holdco in a principal amount of $3,726,391.20, which accrues interest at a rate of 8% per annum. As a result of the contribution of Shares in exchange for an issuance to the Reporting Person of shares in Holdco, the Reporting Person's rights with respect to the Shares did not change.
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(
2)
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Change only in form of pecuniary interest. Price represents closing market price of Shares on date of contribution.
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(
3)
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On March 8, 2012, the Reporting Person received 2,946,661 rights to acquire Shares from Brookfield Retail Holdings LLC. Each right represents the right to subscribe for 0.375094056 Shares at a price of $15.00 per share.
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(
4)
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On March 8, 2012, the Reporting Person received 1,276,129 rights to acquire Shares from Brookfield Retail Holdings VI LLC. Each right represents the right to subscribe for 0.375094056 Shares at a price of $15.00 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Brookfield Retail Holdings V LP
THREE WORLD FINANCIAL CENTER
200 VESEY STREET
NEW YORK, NY 10281
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X
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Signatures
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/s/ Karen Ayre, Vice President of Brookfield Private Funds Holding Inc., as General Partner of Brookfield Asset Management Private Institutional Adviser (Canada) L.P., managing member of Brookfield Retail Holdings V LP
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3/15/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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