Sec Form 4 Filing - FIALA MARY LOU @ Brookfield Property REIT Inc. - 2018-08-27

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
FIALA MARY LOU
2. Issuer Name and Ticker or Trading Symbol
Brookfield Property REIT Inc. [ BPR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BROOKFIELD PROPERTY REIT INC., 350 N. ORLEANS, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
08/27/2018
(Street)
CHICAGO, IL60654
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 08/28/2018 D( 1 ) 44,028 D 0 D
Class A Stock 08/27/2018 J( 2 )( 3 ) 43,411 A 43,411 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FIALA MARY LOU
C/O BROOKFIELD PROPERTY REIT INC.
350 N. ORLEANS, SUITE 300
CHICAGO, IL60654
X
Signatures
/s/ Mary Lou Fiala 08/29/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among Brookfield Property Partners L.P. ("BPY"), Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and GGP Inc. (the "Issuer") (as amended on June 25, 2018, the "Merger Agreement"). At the effective time of the merger (the "Merger Effective Time") as contemplated in the Merger Agreement, each share of outstanding common stock (other than appraisal shares, shares of restricted common stock and certain other shares) was cancelled in exchange for $0.312 per share (the "Per Share Merger Consideration"). Also includes 263 shares acquired by way of dividend reinvestment that had not been previously disclosed on Form 4.
( 2 )Shares of the Issuer's class A stock, par value $0.01 per share ("class A stock"), were issued to certain holders of record of GGP common stock as of the end of trading on the New York Stock Exchange on July 27, 2018 (the "Pre-Closing Dividend"). The Pre-Closing Dividend consisted of either cash or equity (in the form of class A stock or limited partnership units of Brookfield Property Partners L.P. ("BPY")). Depending on the elections made by the Reporting Person, and the proration of the Pre-Closing Dividend pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, among BPY, Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY ("Merger Sub"), and the Issuer (as amended on June 25, 2018, the "Merger Agreement"), each share of the Issuer's common stock received up to 0.986 shares of class A stock or 0.986 limited partnership units of BPY.
( 3 )(Continued from footnote 2) At this time, the number of shares of class A stock issued to the reporting person in the pre-closing dividend was unable to be determined, and for reporting purposes, we have assumed that the reporting person received the maximum number of shares of class A stock that could have been received.

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