BROOKFIELD Corp /ON/ — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Growth Properties, Inc. (GGP)
CIK: 0001496048
Period of Report: 2012-12-31

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Series A-2 Warrants to Acquire Common Stock	$9.36	P	18432855	Acquired	2017-11-09	Common Stock (18432855)	Indirect

Footnotes

F1: Each Warrant entitles the holder to purchase one share of Common Stock at a price, as of the date hereof, of approximately $9.36 per share, with both the number of shares of Common Stock issuable and the exercise price subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer. The Warrants were acquired by BW Purchaser, LLC, a wholly-owned subsidiary of BAM, from Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd.

F2: Common Stock and Warrants held directly by BW Purchaser, LLC. BAM, as the sole member of BW Purchaser, LLC has an indirect pecuniary interest in the Series A-2 Warrants held by BW Purchaser, LLC.