BROOKFIELD Corp /ON/ — Director's Dealing 2013

Nov 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Growth Properties, Inc. (GGP)
CIK: 0001496048
Period of Report: 2013-11-01

Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (Director, 10% Owner, Director by deputization )
*Reporting Person: Partners Ltd (Director, 10% Owner, Director by deputization ***)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-01	Common Stock, Par Value $0.01 per share	J	1562170	$20.39	Acquired	1562170	Indirect
2013-11-01	Common Stock, Par Value $0.01 per share	J	760807	$20.39	Disposed	801363	Indirect
2013-11-01	Common Stock, Par Value $0.01 per share	J	22346448	$20.39	Acquired	22346448	Indirect
2013-11-01	Common Stock, Par Value $0.01 per share	J	2873115	$20.39	Disposed	19473333	Indirect
2013-11-01	Common Stock, Par Value $0.01 per share	P	13543059	$20.39	Acquired	13543059	Indirect
2013-11-01	Common Stock, Par Value $0.01 per share	P	11550291	$20.39	Acquired	11550291	Indirect
2013-11-01	Common Stock, Par Value $0.01 per share	J	7529107	$20.39	Acquired	7529107	Indirect
2013-11-01	Common Stock, Par Value $0.01 per share	J	2380573	$20.39	Acquired	2380573	Indirect
2013-11-01	Common Stock, Par Value $0.01 per share	J	2277546	$20.39	Disposed	103027	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-01	Warrants to acquire Common Stock	$	J	2158038	Disposed	2017-11-09	Common Stock (2466637)	Indirect
2013-11-01	Warrants to acquire Common Stock	$	J	1051036	Acquired	2017-11-09	Common Stock (1201334)	Indirect
2013-11-01	Warrants to acquire Common Stock	$	J	30870195	Disposed	2017-11-09	Common Stock (35284633)	Indirect
2013-11-01	Warrants to acquire Common Stock	$	J	3968760	Acquired	2017-11-09	Common Stock (4536293)	Indirect
2013-11-01	Warrants to acquire Common Stock	$	J	14056096	Acquired	2017-11-09	Common Stock (16066118)	Indirect
2013-11-01	Warrants to acquire Common Stock	$	J	3288610	Disposed	2017-11-09	Common Stock (3758881)	Indirect
2013-11-01	Warrants to acquire Common Stock	$	J	3146374	Acquired	2017-11-09	Common Stock (3596306)	Indirect

Footnotes

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

F4: See Exhibit 99.1; Note 4.

F5: See Exhibit 99.1; Note 5.

F6: See Exhibit 99.1; Note 6.

F7: See Exhibit 99.1; Note 7.

F8: See Exhibit 99.1; Note 8.

F9: See Exhibit 99.1; Note 9.

F10: See Exhibit 99.1; Note 10.

F11: See Exhibit 99.1; Note 11.

F12: See Exhibit 99.1; Note 12.

F13: See Exhibit 99.1; Note 13.

F14: See Exhibit 99.1; Note 14.