| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
| C/O GENERAL GROWTH PROPERTIES INC, 110 NORTH WACKER DRIVE | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GENERAL GROWTH PROPERTIES INC
[GGP] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)| X | Director | | 10% Owner | | Officer (give title below) | | Other (specify below) | |
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3. Date of Earliest Transaction (Month/Day/Year) 10/02/2008 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line)| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1.Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | Amount | (A) or (D) | Price |
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Common Stock
| 10/02/2008 | | S | |
1,304,167
| D | $
7.42
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3,061,334
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D
| |
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Common Stock
| 10/02/2008 | | S | |
1,391,976
| D | $
8.93
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1,669,358
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D
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Common Stock
| 10/02/2008 | | S | |
253,857
| D | $
9.21
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1,415,501
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D
| |
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Common Stock
| 10/02/2008 | | D | |
3,926
| D | $
0
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1,411,575
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D
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Common Stock
| 10/03/2008 | | S | |
44,800
| D | $
9.8045
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1,366,775
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D
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Common Stock
| 10/03/2008 | | S | |
215,229
| D | $
10.9285
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1,151,546
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D
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Common Stock
| 10/03/2008 | | S | |
64,971
| D | $
11.7837
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1,086,575
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D
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Common Stock
| | | | | | | |
47,000
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I
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By Spouse
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Underlying Securities (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
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| /s/ Edmund J. Hoyt as Attorney in Fact for Bernard Freibaum | 10/03/2008 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Edmund J. Hoyt, signing singly,
the undersigned?s true and lawful attorney-in-fact to:
(1)execute for and on behalf of the undersigned, in the undersigned?s
capacity as an officer and/or director of General Growth
Properties, Inc. (the ?Company?), Forms, 3, 4, and 5 (and any
successor forms) in accordance with section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
(2)do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5 (and any successor forms),
complete and execute any amendment or amendments thereto,
and timely file such forms with the Untied States Securities and
Exchange Commission and any stock exchange or similar
authority; and
(3)take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact?s discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact?s substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned?s responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, and agrees to indemnify and hold harmless the
Company and each attorney-in-fact, and their respective officers, directors,
employees, successors and assigns, from any losses, damages, claims,
suits, costs and expenses arising out of any and all actions taken by the
attorneys-in-fact pursuant to this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned?s holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 2nd day of October, 2008.
/s/ Bernard Freibaum
Bernard Freibaum
Signature
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