Amended Statement of Beneficial Ownership (sc 13d/a)
July 08 2016 - 3:55PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
Rouse Properties, LLC
(successor
in interest to Rouse Properties, Inc.)
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
779287101
(CUSIP Number)
Murray Goldfarb
Michelle Campbell
Brookfield Asset Management, Inc.
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Michael J. Aiello, Esq.
Matthew J. Gilroy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310−8000
July 5, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
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. 779287101
|
|
Page
2
of 33 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
1,000*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,000*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,000*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
3
of 33 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
1,000*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,000*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,000*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
4
of 33 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
723.44*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
723.44*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
723.44*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.344%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
5
of 33 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
6
of 33 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
723.44*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
723.44*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
723.44*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.344%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
7
of 33 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
679.54*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
679.54*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
679.54*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.954%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
8
of 33 Pages
|
SCHEDULE 13D
1
|
NAME 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
9
of 33 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Retail Holdings II 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
10
of 33 Pages
|
SCHEDULE 13D
1
|
NAME 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
11
of 33 Pages
|
SCHEDULE 13D
1
|
NAME 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
12
of 33 Pages
|
SCHEDULE 13D
1
|
NAME 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
13
of 33 Pages
|
SCHEDULE 13D
1
|
NAME 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
14
of 33 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
15
of 33 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
New Brookfield Retail Holdings R 2 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
16
of 33 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
332.76*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
332.76*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
332.76*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.276%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
17
of 33 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
Brookfield Property Partners LP
|
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
332.76*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
332.76*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
332.76*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.276%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
18
of 33 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
332.76*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
332.76*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
332.76*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.276%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
19
of 33 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
332.76*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
332.76*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
332.76*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.276%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
20
of 33 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
21
of 33 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BPY Canada Subholdings 3 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
22
of 33 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BPY Canada Subholdings 4 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
23
of 33 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
BPY Canada Subholdings 2 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
24
of 33 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
25
of 33 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
CUSIP No. 779287101
|
|
Page
26
of 33 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
0*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* See Items 5 and 6.
EXPLANATORY NOTE
Pursuant to Rule 13d-2 promulgated under the
Act, this Schedule 13D/A (this “
Amendment No. 12
”) amends the Schedule 13D filed on January 23, 2012 (the “
Original
Schedule 13D
”) and amended on March 12, 2012 (“
Amendment No. 1
”), March 20, 2012 (“
Amendment
No. 2
”), January 3, 2013 (“
Amendment No. 3
”), April 16, 2013 (“
Amendment No. 4
”),
August 9, 2013 (“
Amendment No. 5
”), November 5, 2013 (“
Amendment No. 6
”), January 8, 2014
(“
Amendment No. 7
”), January 15, 2014 (“
Amendment No. 8
”), March 13, 2014 (“
Amendment
No. 9
”), January 19, 2016 (“
Amendment No. 10
”) and February 26, 2016 (“
Amendment No. 11
”)
(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 and this Amendment No. 12 are collectively
referred to herein as the “
Schedule 13D
”). This Amendment No. 12 relates to the common stock, par value $0.01
per share (“
Common Stock
”), of Rouse Properties, Inc., a Delaware corporation (the “
Company
”), the predecessor in interest to Rouse Properties LLC.
|
Item 4.
|
Purpose of the Transaction.
|
Item 4 of
the Schedule 13D is hereby amended to include the following:
The disclosure
set forth below in Item 6 is hereby incorporated by reference.
|
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 July
8, 2016, Brookfield Asset Management, Inc. (“BAM”) indirectly held, through certain Reporting Persons and Parent, 1,000
Rouse LLC Shares (as defined below), which represented all of the issued and outstanding Rouse LLC Shares.
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 Rouse LLC Shares held by all members of the “group.” Accordingly, each
of the Reporting Persons may be deemed to beneficially own 1,000 Rouse LLC Shares, constituting beneficial ownership of 100% of
the Rouse LLC Shares. Each of the Reporting Persons indirectly holding Rouse LLC Shares expressly disclaims, to the extent permitted
by applicable law, beneficial ownership of any Rouse LLC Shares held by each of the other Reporting Persons.
(c) Except as otherwise described in Items 4
and 6 of this Amendment No. 12, none of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected
any transaction in Company Common Stock or Surviving Corporation Common stock since the filing of Amendment No. 11.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to the Securities of the Issuer
On July 5, 2016, pursuant to the Exchange Agreement
previously disclosed on Amendment No. 11, the Exchange Parties contributed, assigned, transferred and delivered to the Company
an aggregate of 19,387,625 shares of Company Common Stock (the “
Exchange Shares
”) to the Company in exchange
for the Company’s issuance of an equivalent number of shares of Series I Preferred Stock of the Company (the “
Exchange
”).
On July 6, 2016, pursuant to the Merger Agreement
previously disclosed on Amendment No. 11, Acquisition Sub was merged with and into the Company, with the Company surviving the
Merger as the surviving corporation and a subsidiary of Parent (the “
Surviving Corporation
”). Upon the consummation
of the Merger, each outstanding share of Company Common Stock was cancelled and each outstanding share of common stock of Acquisition
Sub, par value $0.01, was converted into one share of common stock of the Surviving Corporation (“
Surviving Corporation
Common Stock
”). Following the closing of the Merger (as described more fully below), the Exchange Shares were, through a series of transactions
among affiliates of BAM, contributed to Parent.
On July 8, 2016, in connection with and prior
to the conversion of the Company from a corporation to a limited liability company (the “
Conversion
”), Parent
contributed the Exchange Shares to the Company in exchange for the issuance to Parent additional shares of Surviving Corporation
Common Stock, and the Exchange Shares were subsequently cancelled. Upon the consummation of the Conversion, all of the outstanding
shares of Surviving Corporation Common Stock were converted into 1,000 limited liability company interests of Rouse Properties,
LLC (“
Rouse LLC Shares
”). Consequently, following the consummation of the Merger and the Conversion, BAM indirectly
holds, through certain Reporting Persons and Parent, 1,000 Rouse LLC Shares.
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: July 8, 2016
|
BROOKFIELD ASSET MANAGEMENT INC.
|
|
|
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President, Legal Affairs
|
|
|
|
|
By:
|
/s/ Aleks Novakovic
|
|
|
Name: Aleks Novakovic
|
|
|
Title: Managing Partner
|
|
|
|
Dated: July 8, 2016
|
PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Brian D. Lawson
|
|
|
Name: Brian D. Lawson
|
|
|
Title: Director
|
|
|
|
|
By:
|
/s/ Tony Rubin
|
|
|
Name: Tony Rubin
|
|
|
Title: Treasurer
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC
|
|
|
|
|
By:
|
/s/ David J. Stalter
|
|
|
Name: David J. Stalter
|
|
|
Title: Senior Vice President
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD HOLDINGS CANADA INC.
|
|
|
|
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
|
|
Title: Vice President
|
|
|
|
|
By:
|
/s/ Aleks Novakovic
|
|
|
Name: Aleks Novakovic
|
|
|
Title: Vice President
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD PROPERTY PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
Dated: July 8, 2016
|
BROOKFIELD PROPERTY PARTNERS L.P.
|
|
|
|
|
By:
|
Brookfield Property Partners Limited, its general partner
|
|
|
|
|
By:
|
/s/Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD PROPERTY L.P.
|
|
|
|
|
By:
|
Brookfield Property Partners LP, its managing general partner
|
|
|
|
|
By:
|
Brookfield Property Partners Limited, its general partner
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD BPY HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
|
|
|
Dated: July 8, 2016
|
BPY CANADA SUBHOLDINGS 1 ULC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
|
|
|
Dated: July 8, 2016
|
BPY CANADA SUBHOLDINGS 3 ULC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
|
|
|
Dated: July 8, 2016
|
BPY CANADA SUBHOLDINGS 4 ULC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
|
|
|
Dated: July 8, 2016
|
BPY CANADA SUBHOLDINGS 2 ULC
|
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
|
|
Name: Michelle L. Campbell
|
|
|
Title: Senior Vice President and Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD BPY RETAIL HOLDINGS I LLC
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
Dated: July 8, 2016
|
BROOKFIELD BPY RETAIL HOLDINGS II LLC
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BPY RETAIL III LLC
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD RETAIL HOLDINGS VII LLC
|
|
|
|
By:
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
|
By:
|
/s/ David J. Stalter
|
|
|
Name: David J. Stalter
|
|
|
Title: Senior Vice President
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
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|
|
|
Dated: July 8, 2016
|
NEW BROOKFIELD RETAIL HOLDINGS R 2 LLC
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|
|
|
|
By:
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/s/ Jane Sheere
|
|
|
Name: Jane Sheere
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|
|
Title: Secretary
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|
|
|
Dated: July 8, 2016
|
BROOKFIELD RETAIL HOLDINGS II SUB II LLC
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|
|
|
|
By:
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
|
By:
|
/s/ David J. Stalter
|
|
|
Name: David J. Stalter
|
|
|
Title: Senior Vice President
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD RETAIL HOLDINGS III SUB II LLC
|
|
|
|
|
By:
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
|
By:
|
/s/ David J. Stalter
|
|
|
Name: David J. Stalter
|
|
|
Title: Senior Vice President
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
Dated: July 8, 2016
|
BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC
|
|
|
|
By:
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
|
By:
|
/s/ David J. Stalter
|
|
|
Name: David J. Stalter
|
|
|
Title: Senior Vice President
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC
|
|
|
|
|
By:
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
|
By:
|
/s/ David J. Stalter
|
|
|
Name: David J. Stalter
|
|
|
Title: Senior Vice President
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC
|
|
|
|
|
By:
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
|
By:
|
/s/ David J. Stalter
|
|
|
Name: David J. Stalter
|
|
|
Title: Senior Vice President
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC
|
|
|
|
|
By:
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC
|
|
|
|
|
By:
|
/s/ David J. Stalter
|
|
|
Name: David J. Stalter
|
|
|
Title: Senior Vice President
|
|
|
|
|
By:
|
/s/ Melissa Lang
|
|
|
Name: Melissa Lang
|
|
|
Title: Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD US HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ A. J. Silber
|
|
|
Name: A. J. Silber
|
|
|
Title: Director
|
|
By:
|
/s/ Simon Chernin
|
|
|
Name: Simon Chernin
|
|
|
Title: Vice President and Secretary
|
|
|
|
Dated: July 8, 2016
|
BROOKFIELD US CORPORATION
|
|
|
|
|
By:
|
/s/ Mark Srulowitz
|
|
|
Name: Mark Srulowitz
|
|
|
Title: President
|
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