BROOKFIELD Corp /ON/ — Director's Dealing 2016

Jul 8, 2016

SEC Form 4/A — Form 4/A

Issuer: Rouse Properties, Inc. (RSE)
CIK: 0001528558
Period of Report: 2016-07-06

Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (10% Owner)
Reporting Person: Partners Ltd (10% Owner)
Reporting Person: Brookfield Property Partners Ltd (10% Owner)
Reporting Person: Brookfield Holdings Canada Inc. (10% Owner)
Reporting Person: Brookfield US Holdings Inc. (10% Owner)
Reporting Person: Brookfield US Corp (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-08	Series I Preferred Stock Par Value $0.01	J	193876.25	—	Disposed	0	Indirect
2016-07-08	Common Stock Par Value $0.01	J	499	—	Acquired	1499	Indirect
2016-07-08	Common Stock Par Value $0.01	J	1499	—	Disposed	0	Indirect
2016-07-08	LLC Interests of Rouse Properties, LLC	J	1000	—	Acquired	1000	Indirect

Footnotes

F1: On July 6, 2016, pursuant to the Agreement and Plan of Merger by and among Rouse Properties, Inc. ("Rouse"), BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P. and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the Merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation").

F2: Upon the consummation of the Merger, each outstanding share of Series I Preferred Stock of Rouse Properties, Inc. was converted into 0.01 shares of Series I Preferred Stock of the Surviving Corporation and each share of common stock of Rouse was cancelled and each of the 1,000 outstanding shares of Acquisition Sub were converted into a share of common stock of the Surviving Corporation. Consequently, following the consummation of the Merger, BAM beneficially owned, through the Reporting Owners and Parent, 193,876.25 shares of Series I Preferred Stock of the Surviving Corporation and 1,000 shares of common stock of the Surviving Corporation. A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016.

F3: On July 8, 2016, in connection with and prior to the conversion of Rouse from a corporation to limited liability company (the "Conversion"), BSREP II Retail Pooling LLC, an indirect subsidiary of the Reporting Owners ("Parent"), contributed to Rouse 193,876.25 shares of Series I Preferred Stock of Rouse (the "Exchange Shares") in exchange for the issuance by Rouse to Parent of 499 shares of common stock of Rouse, par value $0.01 (the "Exchange"). Following the Exchange, the Exchange Shares were cancelled and BAM, through the Reporting Owners and Parent, indirectly held 1,499 shares of common stock of Rouse.

F4: On July 8, 2016, upon the consummation of the Conversion, each of the 1,499 shares of common stock of Rouse held indirectly by BAM was converted into 1,000 limited liability company interests of Rouse Properties, LLC.