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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
116,485,332*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,485,332*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,485,332*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%*
|
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
42
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)
¨
|
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
116,485,332*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,485,332*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,485,332*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%*
|
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
42
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)
¨
|
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
116,485,332*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,485,332*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,485,332*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%*
|
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
42
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)
¨
|
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
116,485,332*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,485,332*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,485,332*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%*
|
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
42
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)
¨
|
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
116,485,332*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,485,332*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,485,332*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%*
|
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
42
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)
¨
|
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
116,485,332*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
116,485,332*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
116,485,332*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%*
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
403,716*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
403,716*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
403,716*
|
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
15
of
42
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)
¨
|
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
5,374,254*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,374,254*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,374,254*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%*
|
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
16
of
42
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)
¨
|
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
92,828*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
92,828*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
92,828*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%*
|
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
17
of
42
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)
¨
|
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
1,842,703*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,842,703*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,842,703*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
|
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
18
of
42
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)
¨
|
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
1,849,568*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,849,568*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,849,568*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
|
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
19
of
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
27
of
42
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)
¨
|
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
224,953,542*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
224,953,542*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
224,953,542*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%*
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
89,028,663*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
89,028,663*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
89,028,663*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%*
|
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
31
of
42
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)
¨
|
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
61,444,210*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
61,444,210*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
61,444,210*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%*
|
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
32
of
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
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)
¨
|
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
42
Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Properties 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)
¨
|
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
42
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)
¨
|
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
38
of
42
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)
¨
|
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
42
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)
¨
|
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
134,900,604*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
134,900,604*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
134,900,604*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%*
|
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.
EXPLANATORY
NOTE
Pursuant to Rule 13d-2 promulgated under
the Act, this Schedule 13D/A (this “
Amendment No. 17
”) 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
”) and August 2, 2017 (“
Amendment
No. 16
”) (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 and Amendment No. 17 are collectively referred to herein as the “
Schedule
13D
”). This Amendment No. 17 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
”).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby amended
to include the following:
On October 6, 2017, the Reporting Persons exercised
or
caused to be exercised the Warrants beneficially owned thereby. On October 11, 2017, the exercised Warrants were settled in accordance
with the terms of the Warrant Agreement and shares of Common Stock were acquired by such Reporting Persons as described in Item
4 of this Amendment No. 17. The descriptions of the transactions set forth in Item 4 of this Amendment No. 17 are hereby incorporated
by reference into Item 3.
Item 4. Purpose of the Transaction
Item 4 of this Schedule 13D is hereby amended
to include the following:
On October 6, 2017, the Reporting Persons exercised or caused to be exercised the Warrants beneficially
owned thereby in the amounts, and using the settlement method, as set forth in the table below. Warrants to acquire an aggregate
of 55,296,573 shares of Common Stock were settled in accordance with the terms of the Warrant Agreement using the full physical
settlement method (which requires the applicable holder of the Warrants to pay, in cash, the aggregate exercise price applicable
to the Warrants held thereby). Warrants to acquire an aggregate of 22,006,185.41 shares of Common Stock were settled in accordance
with the terms of the Warrant Agreement using the net share settlement method (pursuant to which the Company withheld an aggregate
of 8,482,487.40 shares of Common Stock, valued at the closing price for the Common Stock on October 6, 2017 of $21.21, to satisfy
the aggregate exercise price, issued to the applicable holder 13,523,695 shares of Common Stock and paid cash to the applicable
holder for fractional shares of Common Stock). Following the exercise of the Warrants on October 6, 2017, the Reporting Persons
no longer hold any Warrants.
Holder
|
|
Warrants Exercised
|
|
|
Shares of Common Stock
underlying Warrants
|
|
|
Exercise Price per
Share
|
|
|
Settlement
Method
|
|
Shares of
Common
Stock
Received
|
|
|
Aggregate
Exercise Price
|
|
BRH Warrants
|
|
|
18,714,651
|
|
|
|
24,063,298
|
|
|
$
|
8.3621
|
|
|
Full Physical
|
|
|
24,063,298
|
|
|
$
|
201,219,706.34
|
|
BWP
|
|
|
16,428,571
|
|
|
|
21,123,856
|
|
|
$
|
8.1678
|
|
|
Net Share
|
|
|
12,989,228
|
|
|
|
N/A
|
|
BRH V-B
|
|
|
88,444
|
|
|
|
113,721
|
|
|
$
|
8.3621
|
|
|
Net Share
|
|
|
68,886
|
|
|
|
N/A
|
|
BRH V-D
|
|
|
597,766
|
|
|
|
768,607
|
|
|
$
|
8.3621
|
|
|
Net Share
|
|
|
465,581
|
|
|
|
N/A
|
|
BRH II Sub
|
|
|
64,209
|
|
|
|
82,559
|
|
|
$
|
8.3621
|
|
|
Full Physical
|
|
|
82,559
|
|
|
$
|
690,374.41
|
|
BRH III Sub
|
|
|
73,653
|
|
|
|
94,703
|
|
|
$
|
8.3621
|
|
|
Full Physical
|
|
|
94,703
|
|
|
$
|
791,916.19
|
|
BRH IV-A Sub
|
|
|
1,139,373
|
|
|
|
1,465,005
|
|
|
$
|
8.3621
|
|
|
Full Physical
|
|
|
1,465,005
|
|
|
$
|
12,250,525.03
|
|
BRH IV-B Sub
|
|
|
16,996
|
|
|
|
21,853
|
|
|
$
|
8.3621
|
|
|
Full Physical
|
|
|
21,853
|
|
|
$
|
182,740.79
|
|
BRH IV-C Sub
|
|
|
387,205
|
|
|
|
497,868
|
|
|
$
|
8.3621
|
|
|
Full Physical
|
|
|
497,868
|
|
|
$
|
4,163,223.58
|
|
BRH IV-D Sub
|
|
|
387,205
|
|
|
|
497,868
|
|
|
$
|
8.3621
|
|
|
Full Physical
|
|
|
497,868
|
|
|
$
|
4,163,223.58
|
|
BPY Holdings I
|
|
|
22,222,290
|
|
|
|
28,573,419
|
|
|
$
|
8.3621
|
|
|
Full Physical
|
|
|
28,573,419
|
|
|
$
|
238,933,799.41
|
|
Item 5. Interest in Securities of the Issuer
Item 5(a)-(c) of the Schedule 13D is hereby
amended in its entirety as follows:
(a)-(b) As of the close of business on October
11, 2017, the Investment Vehicles directly held and beneficially owned the shares of Common Stock indicated in the following table.
Each of the Investment Vehicles shares voting and investment power as indicated in the paragraphs below the table. 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.
Investment Vehicle
|
|
Common Stock
|
|
|
Beneficial Ownership
|
|
BRH VII
|
|
|
79,094,965
|
|
|
|
8.3
|
%
|
BRH Warrants
|
|
|
24,063,298
|
|
|
|
2.5
|
%
|
BRH II Sub
|
|
|
351,958
|
|
|
|
0.04
|
%
|
BRH III Sub
|
|
|
403,716
|
|
|
|
0.04
|
%
|
BRH IV-A Sub
|
|
|
5,374,254
|
|
|
|
0.6
|
%
|
BRH IV-B Sub
|
|
|
92,828
|
|
|
|
0.01
|
%
|
BRH IV-C Sub
|
|
|
1,842,703
|
|
|
|
0.2
|
%
|
BRH IV-D Sub
|
|
|
1,849,568
|
|
|
|
0.2
|
%
|
As managing member or general partner, as
applicable, of each of the Investment Vehicles, BAMPIC US may be deemed to beneficially own all 113,073,290 shares of Common Stock
owned by the Investment Vehicles, collectively representing approximately 11.9% of the shares of Common Stock. As direct and indirect
controlling persons of BAMPIC US, each of BUSC Finance, BPG, BUSHI, BUSC, BHC, Brookfield and Partners Limited may be deemed to
share with BAMPIC US beneficial ownership of such shares of Common Stock.
BPY III is the controlling non-managing
member of each Investment Vehicle (other than BRH Warrants). As of the close of business on October 11, 2017, BPY III directly
held 18,671 shares of Common Stock, representing approximately 0.002% of the shares of Common Stock, and BPY III may be deemed
to share voting and investment power with respect to the 89,028,663 shares of Common Stock owned by the Investment Vehicles (which
excludes the shares of Common Stock held by BRH Warrants), representing approximately 9.4% of the shares of Common Stock. As direct
and indirect controlling persons of BPY III, each of BPY Holdings II, BPY Holdings I, CanHoldco, Holding LP, BPY, BP Partners Limited,
Partners Limited, BPGH, BPGUSH, Brookfield, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, CanHoldco 1, Split
Corp and New LLC 1 may be deemed to share with BPY III beneficial ownership of such shares of Common Stock.
As of the close of business on October 11,
2017, BPY Retail II LLC, a Delaware limited liability company (
“BPY II
”), directly held 8,670,667 shares of
Common Stock, representing approximately 0.9% of the shares of Common Stock, and BPY Retail VI LLC, a Delaware limited liability
company (“
BPY VI
”), directly held 37,191,170 shares of Common Stock, representing approximately 3.9% of the
shares of Common Stock. As indirect controlling persons of BPY II and BPY VI, each of New LLC 1, BPY Holdings II, BPY Holdings
I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited,
BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with BPY II and BPY VI beneficial ownership of such
shares of Common Stock.
As of the close of business on October 11,
2017, BPY Retail I LLC, a Delaware limited liability company (“
BPY I
”), directly held 10,104 shares of Common
Stock, representing approximately 0.001% of the shares of Common Stock. As direct and indirect controlling persons of BPY I, each
of BPY Holdings II, BPY Holdings I, CanHoldco, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, Brookfield,
BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, CanHoldco 1, Split Corp and New LLC 1 may be deemed to share with
BPY I beneficial ownership of such shares of Common Stock.
As of the close of business on October 11,
2017, Brookfield Retail Holdings V Fund B LP (“
BRH V-B
”) 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
”) directly
held 2,972,274 shares of Common Stock, representing approximately 0.3% of the shares of Common Stock. As direct and indirect controlling
persons of BRH V-B and BRH V-D, each of BUSC Finance, BPG, BAMPIC US, BUSHI, BUSC, BHC, Partners Limited and Brookfield may be
deemed to share with BRH V-B and BRH V-D beneficial ownership of such shares of Common Stock.
As of the close of business on October 11,
2017, BPY IV directly held 61,444,210 shares of Common Stock, representing approximately 6.5% of the shares of Common Stock, and
BPY Retail V LLC, a Delaware limited liability company (“
BPY V LLC
”), directly held 8,670,667 shares of Common
Stock, representing approximately 0.9% of the shares of Common Stock. As direct and indirect controlling persons of BPY IV and
BPY V, each of BPY Holdings III, BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding
LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may be deemed to share with
BPY IV and BPY V beneficial ownership of such shares of Common Stock.
As of the close of business on October 11,
2017, New GGP Subco directly held 53,000,412 shares of Common Stock, representing approximately 5.6% of the shares of Common Stock.
As direct and indirect controlling persons of New GGP Subco, each of BPY Holdings I, CanHoldco, BPO, Alberta ULC, BPY Holdings
II, Brookfield Hold LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco
1, Split Corp and Brookfield may be deemed to share with New GGP Subco beneficial ownership of such shares of Common Stock.
As of the close of business on October 11,
2017, BPY Holdings I directly held 28,573,419 shares of Common Stock, representing approximately 3.0% of the shares of Common Stock.
As direct and indirect controlling persons of BPY Holdings I, each of CanHoldco, BPO, Alberta ULC, Brookfield Hold LLC, BPI, New
BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and Brookfield may
be deemed to share with BPY Holdings I beneficial ownership of such shares of Common Stock.
As of the close of business on October 11,
2017, BWP directly held 12,989,228 shares of Common Stock, representing approximately 1.4% of the shares of Common Stock. As direct
and indirect controlling persons of BWP, each of BPY Holdings II, BPY Holdings I, CanHoldco, BPO, Alberta ULC, Brookfield Hold
LLC, BPI, New BPI Subco, BOP, Holding LP, BPY, BP Partners Limited, Partners Limited, BPGH, BPGUSH, CanHoldco 1, Split Corp and
Brookfield may be deemed to share with BWP 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 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 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 Investment Vehicles and other 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 Investment Vehicles and Reporting Persons.
(c) None of the Reporting Persons, nor,
to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock during the past sixty days, except
as described above in Item 4 of this Amendment No. 17, which is incorporated herein by reference.
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 11, 2017
|
BROOKFIELD
ASSET MANAGEMENT INC.
|
|
|
|
|
By:
|
/s/ Aleks Novakovic
|
|
|
Name: Aleks Novakovic
|
|
|
Title: Managing Partner
|
|
|
|
|
|
Dated: October 11, 2017
|
PARTNERS
LIMITED
|
|
|
|
By:
|
/s/ Brian Lawson
|
|
|
Name: Brian Lawson
|
|
|
Title: President
|
|
|
|
Dated: October 11, 2017
|
BPG
HOLDINGS GROUP INC.
|
|
|
|
|
By:
|
/s/ Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: October 11, 2017
|
BPG
HOLDINGS GROUP (US) HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ Sujoy Gupta
|
|
|
Name: Sujoy Gupta
|
|
|
Title: Vice President
|
|
|
|
Dated: October 11, 2017
|
Brookfield
Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
|
|
|
|
|
Dated: October 11, 2017
|
BROOKFIELD
HOLDINGS CANADA INC.
|
|
|
|
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President
|
Dated: October 11, 2017
|
BROOKFIELD
PROPERTY PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
Dated: October 11, 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 11, 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 11, 2017
|
BROOKFIELD
BPY HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ Allen Yi
|
|
|
Name: Allen Yi
|
|
|
Title: Assistant Secretary
|
Dated: October 11, 2017
|
BROOKFIELD
BPY RETAIL HOLDINGS I LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 11, 2017
|
Brookfield
BPY Retail Holdings II LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 11, 2017
|
BPY
Retail III LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 11, 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 11, 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 11, 2017
|
BROOKFIELD
BPY RETAIL HOLDINGS III LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 11, 2017
|
BPY RETAIL
IV LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 11, 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 11, 2017
|
BROOKFIELD
RETAIL HOLDINGS III SUB II 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 11, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-A SUB II 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 11, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-B SUB II 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 11, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-C SUB II 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 11, 2017
|
BROOKFIELD
RETAIL HOLDINGS IV-D SUB II 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 11, 2017
|
BW PURCHASER,
LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 11, 2017
|
Brookfield
US Holdings Inc.
|
|
|
|
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President
|
Dated: October 11, 2017
|
Brookfield
US Corporation
|
|
|
|
|
By:
|
/s/ Josh Zinn
|
|
|
Name: Josh Zinn
|
|
|
Title: Vice President
|
|
|
|
Dated: October 11, 2017
|
BUSC
FINANCE LLC
|
|
|
|
|
By:
|
/s/ Josh Zinn
|
|
|
Name: Josh Zinn
|
|
|
Title: Vice President
|
|
|
|
Dated: October 11, 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 11, 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 11, 2017
|
BROOKFIELD
OFFICE PROPERTIES INC.
|
|
|
|
|
By:
|
/s/ Keith Hyde
|
|
|
Name: Keith Hyde
|
|
|
Title: Vice President,
Taxation
|
|
|
|
Dated: October 11, 2017
|
1706065
ALBERTA ULC
|
|
|
|
|
By:
|
/s/ Keith Hyde
|
|
|
Name: Keith Hyde
|
|
|
Title: Vice President,
Taxation
|
Dated: October 11, 2017
|
BROOKFIELD
HOLDING LIMITED LIABILITY COMPANY
|
|
|
|
|
By:
|
/s/ Dr. László
Csontos
|
|
|
Name: Dr. László
Csontos
|
|
|
Title: Managing Director
|
|
|
|
Dated: October 11, 2017
|
BROOKFIELD
PROPERTIES, INC.
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
|
|
|
Dated: October 11, 2017
|
BOP (US)
LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 11, 2017
|
BROOKFIELD
PROPERTIES SUBCO LLC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President
and Secretary
|
Dated: October 11, 2017
|
BROOKFIELD
PROPERTY GROUP LLC
|
|
|
|
|
By:
|
/s/ Murray Goldfarb
|
|
|
Name: Murray Goldfarb
|
|
|
Title: Managing Partner
|
Dated: October 11, 2017
|
BPY CANADA SUBHOLDINGS 1 ULC
|
|
|
|
|
By:
|
/s/ Keith Hyde
|
|
|
Name: Keith Hyde
|
|
|
Title: President
|
|
|
|
Dated: October 11, 2017
|
BROOKFIELD PROPERTY SPLIT CORP.
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Secretary
|