b83344114a.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 6)

General Growth Properties, Inc.
(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)


370023103
(CUSIP Number)


Joseph S. Freedman
Brookfield Asset Management, Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J 2T3
Telephone: (416) 956-5182
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Gregory B. Astrachan, Esq.
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019−6099
(212) 728−8000

September 10, 2012
(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. o

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. 370023103
  
Page  1  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
OO
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 305,465,050 shares of Common Stock, representing 30.5% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.

 
 
 
 
 
 
CUSIP No. 370023103
  
Page  2  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings II LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
OO
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 305,465,050 shares of Common Stock, representing 30.5% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  3  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings III LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
OO
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 305,465,050 shares of Common Stock, representing 30.5% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page 4   of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-A LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
8,997,544*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
8,997,544*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
8,997,544*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%*
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 beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page 5  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-B LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
17,965,682*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
17,965,682*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
17,965,682*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%*
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 beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  6  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-C LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
6,018,884*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
6,018,884*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
6,018,884*
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 beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page   7 of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-D LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
6,040,321*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
6,040,321*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
6,040,321*
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 beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page   8 of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Holdings V LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
20,322,805*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
20,322,805*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
20,322,805*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%*
14
TYPE OF REPORTING PERSON
 
PN
 
    * The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  9  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Holdings VI LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
115,976,714*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
115,976,714*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
115,976,714*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.6%*
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 beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  10  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Asset Management Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  11  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Partners Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  12  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Holdings Canada Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
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 beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  13  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
PN
 
    * The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  14  of    22     Pages
 
SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Private Funds Holdings Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
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 beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  15  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Split LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
PN
 
* By virtue of certain voting rights of Brookfield Retail Holdings LLC, the Reporting Person may be deemed to share beneficial ownership of 305,465,050 shares of Common Stock, representing 30.5% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  16  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Split II LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
115,976,714*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
115,976,714*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
115,976,714*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.6%*
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 beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  17  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield US Holdings Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  18  of    22     Pages
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield US Corporation
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 
 
 
 
 

 
CUSIP No. 370023103
  
Page 19   of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield REP GP Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(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)
 
o
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
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5
 
 
 
 
 
 
 
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 6”) 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”) and August 27, 2012 (“Amendment No. 5”)  (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 are collectively referred to herein as the “Schedule 13D”).  This Amendment No. 6 relates to the common stock, par value $0.01 per share (“Common Stock”), of General Growth Properties, Inc., a Delaware corporation (the “Company”).
 
Item 4. Purpose of the Transaction
 
Item 4 of the Schedule 13D is hereby amended to include:

On September 10, 2012 Brookfield sent an open letter to the shareholders of the Company, c/o the Company’s board of directors.  A copy of the letter is attached hereto as Exhibit 19 and is incorporated herein  in its entirety by reference thereto.

Item 5. Interest in Securities of the Issuer
 
Item 5(a)-(b) of the Schedule 13D is hereby amended in its entirety as follows:
 
(a)-(b) As of the close of business on September 10, 2012, the Investment Vehicles directly held and beneficially owned the shares of Common Stock and Warrants indicated on 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 938,259,889 shares of Common Stock reported by the Company as outstanding as of August 1, 2012 as reported in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2012, plus, where such beneficial ownership includes Warrants, such number of shares of Common Stock issuable upon exercise of the Warrants included in any such beneficial ownership calculation.
 
Investment Vehicle
Common Stock
Warrants
Beneficial Ownership
BRH
79,094,965.00
20,758,291
10.41%
BRH II
53,879,801.00
14,244,357
7.15%
BRH III
61,803,287.00
16,339,113
8.19%
BRH IV-A
7,108,442.00
1,889,102
0.96%
BRH IV-B (1)
14,195,099.00
3,770,583
1.91%
BRH IV-C (1)
4,755,658.00
1,263,226
0.64%
BRH IV-D
4,777,095.00
1,263,226
0.64%
BRH V
16,071,703.00
4,251,102
2.16%
Total:
241,686,050
63,779,000
30.48%
(1) The shares of Common Stock and Warrants are held directly by Brookfield US Retail Holdings LLC. Pursuant to the BRH IV-B Agreement and BRH IV-C Agreement, as applicable, the applicable Investment Vehicle shares investment and voting power (but not with Brookfield US Retail Holdings LLC) over the shares of Common Stock and Warrants held directly by Brookfield US Retail Holdings LLC.
 
As managing member or general partner, as applicable, of each of the Investment Vehicles, BAM Canada may be deemed, subject to restrictions on its authority imposed by the Voting Agreement, to beneficially own all shares of Common Stock and Warrants owned by each of the Investment Vehicles, consisting of 241,686,050 shares of Common Stock and Warrants exercisable to purchase 63,779,000 shares of Common Stock, collectively representing 30.5% of the Common Stock.  As direct and indirect controlling persons of BAM Canada, each of Brookfield Holdings, BHC and Brookfield may be deemed to share with BAM Canada beneficial ownership of such shares of Common Stock and Warrants.
 
 
 
 
 
 
Split LP is the non-managing member of BRH.  By virtue of (i) its ability under the Operating Agreement of BRH to appoint and remove the board of directors of BRH and (ii) the ability of the board of directors of BRH to direct BAM Canada on behalf of BRH to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions with respect to, and material dispositions of, Common Stock by the Investment Vehicles), Split LP may be deemed to share voting and investment power with respect to the 305,456,050 shares of Common Stock owned by the Investment Vehicles, representing approximately 30.5% of the shares of the Common Stock.  As direct and indirect controlling persons of Split LP, BRGP, US Holdings, US Corp. and Brookfield may be deemed to share with Split LP beneficial ownership of such shares of Common Stock and Warrants.
 
As of the close of business on September 10, 2012, BRH VI directly held and beneficially owned 115,976,714 shares of Common Stock, representing approximately 11.57% of the shares of Common Stock.  As the manager of BRH VI, BR Split II may be deemed to beneficially all of the shares of Common Stock held by BRH VI, consisting of  115,976,714 shares of Common Stock, representing approximately 11.57% of the shares of Common Stock.  As direct and indirect controlling persons of BR Split II, BRGP, US. Corp., US Holdings, BHC and Brookfield may be deemed to share with BR Split II 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 or Warrants.
 
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 and Warrants held by all members of the “group.”  Accordingly, each of the Reporting Persons may be deemed to beneficially own 421,441,764 shares of Common Stock (which includes the 63,779,000 shares of Common Stock issuable upon exercise of the Warrants held by all Reporting Persons), constituting beneficial ownership of 42.1% of the shares of the Common Stock.  Each of the Investment Vehicles expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock and Warrants held by each of the other Investment Vehicles. Each of the Investment Vehicles and Split LP expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock held by BRH VI.  Each of BR Split II and BRH VI expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock and Warrants held by the Investment Vehicles.
 
By virtue of (i) the ability of the Northern Trust Company, acting in its capacity as custodian for the Future Fund Board of Guardians (“Future Fund”) under the Operating Agreement of BRH II to appoint and remove the members of the board of directors of BRH II and (ii) the ability of the board of directors of BRH II to direct BAM Canada on behalf of BRH II to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions and material dispositions of Common Stock by the Investment Vehicles), Future Fund may be deemed to share voting and investment power over the Common Stock and Warrants held by each of the Investment Vehicles.  By virtue of (i) the ability of Stable Investment Corporation (“Stable”) and Best Investment Corporation (“Best” and, together with Stable, “SB”) (both subsidiaries of China Investment Corporation) under the Operating Agreement of BRH III to appoint and remove the members of the board of directors of BRH III and (ii) the ability of the board of directors of BRH III to direct BAM Canada on behalf of BRH III to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions and material dispositions of Common Stock by the Investment Vehicles), SB may be deemed to share voting and investment power over the Common Stock and Warrants held by each of the Investment Vehicles.  Additionally, by virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, Future Fund and/or SB may be deemed to be members of a “group” with the Reporting Persons.  Neither Future Fund nor SB are Reporting Persons on this Schedule 13D, and any obligations either of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings.  To the extent that either Future Fund or SB beneficially owns shares of Common Stock or Warrants that are not held by one of the Investment Vehicles, the Reporting Persons may be deemed to beneficially own any such shares of Common Stock or Warrants, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.
 
 
 
 
 
 
Item 7. Material To Be Filed as Exhibits

Item 7 of Schedule 13D is hereby amended to include the following:
 
Exhibit 19
Letter to Shareholders of General Growth Properties, Inc., dated September 10, 2012.
 

 
 
 
 

 
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: September 10, 2012
BROOKFIELD ASSET MANAGEMENT INC.
     
 
By:
/s/ Aleks Novakovic                                     
   
Name: Aleks Novakovic
   
Title: Managing Partner
     
 
By:
/s/ Joseph Freedman                                    
 
[
Name: Joseph Freedman
Title: Senior Managing Partner
 
 
 Dated: September 10, 2012
PARTNERS LIMITED
   
     
 
By:
/s/ Loretta Corso                                           
   
Name: Loretta Corso
   
Title: Secretary
     
     
 Dated: September 10, 2012
BROOKFIELD ASSET MANAGEMENT PRIVATE
INSTITUTIONAL CAPITAL ADVISER (CANADA) L.P.
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                         
   
Name: Karen Ayre
   
Title: Vice President
   
 Dated: September 10, 2012
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
   
 
By:          /s/ Karen Ayre                                              
   
Name: Karen Ayre
   
Title: Vice President
   
 
By:         /s/ David Stalter                                             
 
               Name: David Stalter
 
               Title: Vice President
   
 
 
 
 
 
 
 
 
 Dated: September 10, 2012
BROOKFIELD HOLDINGS CANADA INC.
   
 
By:  /s/ Aleks Novakovic                                             
 
        Name: Aleks Novakovic
        Title: Vice President
   
 
By:  /s/ Joseph Freedman                                             
 
        Name: Joseph Freedman
 
        Title: Vice President
   
 Dated: September 10, 2012
BROOKFIELD RETAIL SPLIT LP
   
 
By: Brookfield REP GP Inc., its general partner
   
 
By:  /s/ Karen Ayre                                                         
 
       Name: Karen Ayre
 
       Title: Vice President
 
   
 Dated: September 10, 2012
BROOKFIELD US HOLDINGS INC.
   
 
By   /s/ Aleks Novakovic                                              
 
        Name: Aleks Novakovic
 
        Title: Vice President
   
   
 Dated: September 10, 2012
BROOKFIELD US CORPORATION
   
 
By:  /s/ Karen Ayre                                                         
 
        Name: Karen Ayre
 
        Title: Vice President
   
   
Dated: September 10, 201
BROOKFIELD REP GP INC.
   
 
By: Brookfield US Corporation, its managing member
   
 
By:  /s/ Karen Ayre                                                         
 
        Name: Karen Ayre
 
        Title: Vice President
   
   
 
 
 
 
 
 
 
 
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS LLC
     
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
 /s/ Karen Ayre                                               
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
  Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS II LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS III LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                   
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                            
   
Name: David Stalter
   
Title: Vice President
     
     
 
 
 
 
 
 
 
 
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS IV-A LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By:  Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS IV-B LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS IV-C LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
 
 
 
 
 
 
 
 
Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS IV-D LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS V LP
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its general partner
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                   
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
 
Dated: September 10, 2012
Dated: September 10, 2012
BROOKFIELD RETAIL SPLIT II LLC
pli
  
 
By: Brookfield REP GP Inc., its managing member
   
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
 
 
 
 
 
 
 
Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS VI LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its general partner
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President