Edgar Filing: General Growth Properties, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BROOKFIELD ASSET MANAGEMENT INC.

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	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Director by deputization ***

(Last)

(First)

(Middle)

BROOKFIELD PLACE, SUITE 300,, 181 BAY STREET, P.O. BOX 762

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2011

(Street)

TORONTO, ONTARIO, CANADA, M5J2T3

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.01 per share	01/27/2011		A⁽¹⁾		1,936,920.65	A	$ 14.4725	77,093,668.65	I	See Footnote ⁽²⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Common Stock, Par Value $0.01 per share	01/27/2011		A⁽¹⁾		1,329,116.664	A	$ 14.4725	52,901,743.664	I	See Footnote ⁽³⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, Par Value $0.01 per share	01/27/2011		A⁽¹⁾		1,524,574.642	A	$ 14.4725	60,681,397.642	I	See Footnote ⁽⁴⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, Par Value $0.01 per share	01/27/2011		A⁽¹⁾		176,268.822	A	$ 14.4725	7,015,883.822	I	See Footnote ⁽⁵⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, Par Value $0.01 per share	01/27/2011		A⁽¹⁾		351,826.712	A	$ 14.4725	14,003,470.712	I	See Footnote ⁽⁶⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, Par Value $0.01 per share	01/27/2011		A⁽¹⁾		117,869.425	A	$ 14.4725	4,691,460.425	I	See Footnote ⁽⁷⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, Par Value $0.01 per share	01/27/2011		A⁽¹⁾		117,869.428	A	$ 14.4725	4,691,460.428	I	See Footnote ⁽⁸⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, Par Value $0.01 per share	01/27/2011		A⁽¹⁾		396,663.026	A	$ 14.4725	15,788,054.026	I	See Footnote ⁽⁹⁾ ⁽¹¹⁾
Common Stock, Par Value $0.01 per share								113,331,456	I	See Footnote ⁽¹⁰⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, SUITE 300, 181 BAY STREET, P.O. BOX 762 TORONTO, ONTARIO, CANADA M5J2T3	X	X		Director by deputization ***
Brascan Asset Management Holdings Ltd 181 BAY STREET, P.O. BOX 762 TORONTO, ONTARIO, A6 M5J2T3	X	X		Director by deputization ***
Brookfield US Holdings Inc. THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, 11TH FLOOR NEW YORK, NY 10281	X	X		Director by deputization ***
Brookfield US Corp THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, 11TH FLOOR NEW YORK, NY 10281	X	X		Director by deputization ***
Brookfield REP GP Inc. THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, 11TH FLOOR NEW YORK, NY 10281	X	X		Director by deputization ***
Brookfield Trilon Bancorp Inc. 181 BAY STREET, P.O. BOX 762 TORONTO, A6 M5J 2T3	X	X		Director by deputization ***
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP THREE WORLD FINANCIAL CENTER, 200 VESEY STREET NEW YORK, NY 10281	X	X		Director by deputization ***
Brookfield Private Funds Holdings Inc. THREE WORLD FINANCIAL CENTER, 200 VESEY STREET NEW YORK, NY 10281	X	X		Director by deputization ***
Brookfield Retail Split LP THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, 11TH FLOOR NEW YORK, NY 10281	X	X		Director by deputization ***
Brookfield Retail Holdings LLC THREE WORLD FINANCIAL CENTER, 200 VESEY STREET NEW YORK, NY 10281	X	X		Director by deputization ***

Signatures

By Aleks Novakovic, Vice President of Brookfield Asset Management Inc., /s/ Aleks Novakovic		01/31/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	See Exhibit 99.1; Note 1.
(2)	See Exhibit 99.1; Note 2.
(3)	See Exhibit 99.1; Note 3.
(4)	See Exhibit 99.1; Note 4.
(5)	See Exhibit 99.1; Note 5.
(6)	See Exhibit 99.1; Note 6.
(7)	See Exhibit 99.1; Note 7.
(8)	See Exhibit 99.1; Note 8.
(9)	See Exhibit 99.1; Note 9.
(10)	See Exhibit 99.1; Note 10.
(11)	See Exhibit 99.1; Note 11.
(12)	See Exhibit 99.1; Note 12.
(13)	See Exhibit 99.1; Note 13.
Remarks: *** Cyrus Madon, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of each of BAM, Trilon Bancorp Inc., a corporation formed under the laws of the Province of Ontario ("Trilon"), Brookfield Private Funds Holdings Inc., a corporation formed under the laws of the Province of Ontario ("BPFH"), Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP, a limited partnership formed under the laws of the Province of Manitoba ("BPIC"), Brascan Asset Management Holdings Limited, a Canadian private entity formed under the Canada Business Corporations Act and a wholly-owned subsidiary of BAM ("Brascan"), Brookfield US Holdings Inc., a corporation formed under the laws of the Province of Ontario and indirect wholly-owned subsidiary of BAM ("BUSH"), Brookfield US Corporation, a Delaware corporation and indirect wholly-owned subsidiary of BAM ("BUSC"), Brookfield REP GP Inc., a Delaware corporation ("BRGP"), Brookfield Retail Split LP, a Delaware limited partnership ("BRS") and Brookfield Retail Holdings LLC (formerly REP Investments LLC), a Delaware limited liability company ("BRH"). Each of BAM, Trilon, BPFH, BPIC, Brascan, BUSH, BUSC, BRGP, BRS and BRH (each, a "Reporting Person") is a "director by designation" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures

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