BROOKFIELD Corp /ON/ — Director's Dealing 2016

Jul 7, 2016

SEC Form 4/A — Form 4/A

Issuer: Rouse Properties, Inc. (RSE)
CIK: 0001528558
Period of Report: 2016-07-05

Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (10% Owner)
Reporting Person: 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
2016-07-05	Common Stock Par Value $0.01	S	19387625	$18.25	Disposed	0	Indirect
2016-07-05	Series I Preferred Stock Par Value $0.01	P	19387625	$18.25	Acquired	19387625	Indirect
2016-07-06	Common Stock Par Value $0.01	P	38499817	$18.25	Acquired	1000	Indirect

Footnotes

F1: Pursuant to the Exchange Agreement entered into by and among Rouse Properties, Inc. ("Rouse") and Brookfield Retail Holdings VII LLC, New Brookfield Retail Holdings R2 LLC, Brookfield BPY Retail Holdings II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC and Brookfield Retail Holdings IV-D Sub II LLC (collectively, the "Exchange Parties"), dated February 25, 2016 (the "Exchange Agreement"), on July 5, 2016 the Exchange Parties contributed, assigned, transferred and delivered to Rouse an aggregate of 19,387,625 common shares of Rouse owned by the Exchange Parties in exchange for the issuance of 19,387,625 shares of Series I Preferred Stock of Rouse (the "Exchange Shares").

F2: Following the consummation of the Merger (as described more fully below), the Exchange Shares were, through a series of transactions among affiliates of BAM (the "Contribution Transactions"), contributed to Parent (as defined below). BAM disposed of the 19,387,625 common shares of Rouse, and acquired and subsequently disposed of the Exchange Shares, indirectly through the Reporting Owners through the contribution and exchange under the Exchange Agreement and the Contribution Transactions. A copy of the Exchange Agreement is filed as Exhibit 10.2 to Rouse's Current Report on Form 8-K filed February 29, 2016.

F3: Pursuant to the Agreement and Plan of Merger by and among 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").

F4: Upon the consummation of the Merger, each outstanding share of common stock of Rouse, par value $0.01, 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"). Consequently, BAM indirectly acquired, though the Reporting Owners and Parent, 1,000 shares of Acquisition Sub Common Stock. A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016.