Edgar Filing: Howard Hughes Corp

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Pershing Square Capital Management, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2010

3. Issuer Name and Ticker or Trading Symbol
Howard Hughes Corp [HHC]

(Last)

(First)

(Middle)

888 SEVENTH AVENUE,Â 42ND FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See General Remarks

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

(Street)

NEW YORK,Â NYÂ 10019

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	3,568,017 ⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Cash Settled Total Return Swaps	Â ⁽⁶⁾⁽⁷⁾	08/29/2012	Common stock, par value $0.01 per share	1,146,998	$ 36.5	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Cash Settled Total Return Swaps	Â ⁽⁶⁾⁽⁷⁾	10/29/2015	Common stock, par value $0.01 per share	1,250,836	$ 35.26	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Cash Settled Total Return Swaps	Â ⁽⁶⁾⁽⁷⁾	01/31/2013	Common stock, par value $0.01 per share	1,501,002	$ 36.08	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Cash Settled Total Return Swaps	Â ⁽⁶⁾⁽⁷⁾	11/09/2012	Common stock, par value $0.01 per share	1,501,003	$ 38.5	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Warrants to Purchase Common stock, par value $0.01 per share	11/09/2010	11/09/2017	Common stock, par value $0.01 per share	1,916,667	$ 50	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pershing Square Capital Management, L.P. 888 SEVENTH AVENUE 42ND FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	See General Remarks
PS Management GP, LLC 888 SEVENTH AVENUE 42ND FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	See General Remarks
Pershing Square GP, LLC 888 SEVENTH AVENUE 42ND FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	See General Remarks

Signatures

PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: PS Management GP, LLC, its General Partner By: /s/ William A. Ackman, William A. Ackman, Managing Member		11/19/2010
^**Signature of Reporting Person		Date
PS MANAGEMENT GP, LLC By: /s/ William A. Ackman, William A. Ackman, Managing Member		11/19/2010
^**Signature of Reporting Person		Date
PERSHING SQUARE GP, LLC By: /s/ William A. Ackman, William A. Ackman, Managing Member		11/19/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 3 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP", and collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to beneficially own the securities reported on this Form 3.
(2)	Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands corporation, "Pershing Square International" and together with PS and PS II, the "Pershing Square Funds"). PS Management is the general partner of Pershing Square. Pershing Square GP is the general partner of each of PS and PS II.
(3)	Includes (i) 2,355,708 shares of common stock of the Howard Hughes Corporation (the "Issuer") received by the Pershing Square Funds pursuant to the completion of the spin-off of the Issuer from General Growth Properties, Inc. ("Old GGP") and the distribution of the Issuer's common stock and the common stock of the reorganized successor to Old GGP ("New GGP") to holders of Old GGP common stock on November 9, 2010, and (ii) 1,212,309 shares of common stock of the Issuer, which were purchased pursuant to an investment agreement between Old GGP and Pershing Square for the accounts of the Pershing Funds (the "Investment Agreement"). These shares of common stock are held for the accounts of the Pershing Square Funds.
(4)	Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). (4).
(5)	Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 3, except to the extent of any pecuniary interest therein (if any).
(6)	Each of the Pershing Square Funds entered into various cash-settled total return swaps (each a "Swap") with respect to a notional number of shares of Old GGP common stock prior to the spin-off of the Company from Old GGP. Immediately following the spin-off pursuant to the Swaps' terms each outstanding Swap was adjusted into a new cash-settled total return swap relating to notional shares of New GGP common stock and a separate cash-settled total return swap relating to notional shares of Company common stock (each an "HHC Swap").
(7)	Generally, at the expiration date of each HHC Swap (as set forth in Table II) (i) the applicable Pershing Square Fund is obligated to pay the counterparty, in cash, an amount based on the decrease in price of the Company's shares of common stock from the reference price set forth in Table II, or (ii) the counterparty is obligated to pay the applicable Pershing Square Fund, in cash, an amount based on the increase in price of the Company's shares of common stock from the reference price set forth in Table II. The HHC Swaps do not give any of the Pershing Square Funds, PS Management, Pershing Square or Pershing Square GP direct or indirect voting, investment or dispositive control over any securities of the Company and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Company.
(8)	Reflects warrants acquired by the Pershing Square Funds pursuant to a warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer. The warrants are immediately exercisable from the date of issuance on a net share basis. The Warrants were acquired by the Pershing Square Funds pursuant to the terms of the Investment Agreement, which included an aggregate equity and debt investment by the Pershing Square Funds in New GGP and the Issuer of approximately $1.06 billion.
Â Remarks: OnÂ NovemberÂ 9,Â 2010,Â (i)Â WilliamÂ A.Â Ackman,Â ChiefÂ ExecutiveÂ OfficerÂ ofÂ PershingÂ Square,Â managingÂ memberÂ ofÂ eachÂ ofÂ PSÂ ManagementÂ and PershingÂ SquareÂ GPÂ andÂ ChairmanÂ ofÂ theÂ Issuer'sÂ boardÂ ofÂ directors,Â (ii)Â GrayÂ Krow,Â formerÂ President,Â CEOÂ andÂ aÂ directorÂ ofÂ GiftCertificates.com andÂ theÂ formerÂ PresidentÂ ofÂ ComdataÂ Corporation,Â aÂ subsidiaryÂ ofÂ CeridianÂ Corporation,Â andÂ (iii)Â AllenÂ Model,Â Co-Founder, TreasurerÂ andÂ ManagingÂ DirectorÂ ofÂ OverseasÂ StrategicÂ Consulting,Â Ltd.,Â andÂ aÂ memberÂ ofÂ PershingÂ Square'sÂ advisoryÂ board,Â wereÂ appointed toÂ theÂ boardÂ ofÂ directorsÂ ofÂ theÂ IssuerÂ byÂ PershingÂ Square,Â onÂ behalfÂ ofÂ theÂ PershingÂ SquareÂ Funds.Â EachÂ ofÂ PershingÂ Square, PSÂ Management,Â PershingÂ SquareÂ GP,Â andÂ WilliamÂ A.Â AckmanÂ disclaimÂ beneficialÂ ownershipÂ ofÂ anyÂ securitiesÂ ofÂ theÂ IssuerÂ ownedÂ byÂ Messers. KrowÂ orÂ Model.

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