Sec Form 4 Filing - Brookfield Holdings Canada Inc. @ GGP Inc. - 2018-07-27

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 Brookfield Holdings Canada Inc. 2. Issuer Name and Ticker or Trading Symbol GGP 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) 181 BAY STREET,, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2018 (Street) TORONTO, A6M5J2T3 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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, par value $0.01 per share 07/27/2018 J 79,094,965 D 0 I See footnotes ( 1 ) ( 4 ) Common Stock, par value $0.01 per share 07/27/2018 J 351,958 D 0 I See footnotes ( 2 ) ( 4 ) Common Stock, par value $0.01 per share 07/27/2018 J 24,063,298 D 0 I See footnotes ( 3 ) ( 4 )

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 Series B Preferred Stock ( 4 ) 07/27/2018 J 79,094,965 ( 4 ) ( 4 ) Common Stock 79,094,965 ( 4 ) 79,094,965 I See footnotes ( 1 ) ( 4 ) Series B Preferred Stock ( 4 ) 07/27/2018 J 351,958 ( 4 ) ( 4 ) Common Stock 351,958 ( 4 ) 351,958 I See footnotes ( 2 ) ( 4 ) Series B Preferred Stock ( 4 ) 07/27/2018 J 24,063,298 ( 4 ) ( 4 ) Common Stock 24,063,298 ( 4 ) 24,063,298 I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brookfield Holdings Canada Inc. 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X X Director by deputization *** Brookfield US Holdings Inc. 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X X Director by deputization *** Brookfield US Corp 250 VESEY STREET NEW YORK, NY10281-1023 X X Director by deputization *** Brookfield Property Group LLC 250 VESEY STREET NEW YORK, NY10281-1023 X X Director by deputization *** BUSC Finance LLC 250 VESEY STREET NEW YORK, NY10281-1023 X X Director by deputization *** Brookfield Asset Management Private Institutional Capital Adviser US, LLC 250 VESEY STREET NEW YORK, NY10281-1023 X X Director by deputization *** Signatures Brookfield Holdings Canada Inc., /s/ A.J. Silber, Vice President 07/31/2018 Signature of Reporting Person Date Brookfield US Holdings Inc., /s/ A.J. Silber, Vice President 07/31/2018 Signature of Reporting Person Date Brookfield US Corp, /s/ Josh Zinn, Vice President 07/31/2018 Signature of Reporting Person Date Brookfield Property Group LLC, /s/ Murray Goldfarb, Managing Partner 07/31/2018 Signature of Reporting Person Date BUSC Finance LLC, /s/ Josh Zinn, Vice President 07/31/2018 Signature of Reporting Person Date Brookfield Asset Management Private Institutional Capital Adviser US, LLC, /s/ Murray Goldfarb, Managing Partner 07/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 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.

Remarks: *** Brian Kingston, 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 BAM and certain of its affiliates, including the Reporting Persons. The Reporting Persons are "directors by deputization" 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 Filers' Names and Addresses

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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