Sec Form 4 Filing - GERN RONALD L @ General Growth Properties, Inc. - 2011-01-07

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 GERN RONALD L 2. Issuer Name and Ticker or Trading Symbol General Growth Properties, Inc. [ GGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, General Counsel,Secretary (Last) (First) (Middle) C/O GENERAL GROWTH PROPERTIES INC, 110 NORTH WACKER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2011 (Street) CHICAGO, IL60606 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

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 Stock Options (Right to Buy) $ 36.8564 01/07/2011( 1 ) A 25,394 02/06/2006 02/06/2011 Common Stock 25,394 ( 1 ) 25,394 D Stock Options (Right to Buy) $ 48.0584 01/07/2011( 1 ) A 30,473 02/22/2007 02/22/2012 Common Stock 30,473 ( 1 ) 30,473 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GERN RONALD L C/O GENERAL GROWTH PROPERTIES INC 110 NORTH WACKER DRIVE CHICAGO, IL60606 SVP, General Counsel,Secretary Signatures Edmund J. Hoyt, by power of attorney 01/11/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 9, 2010, Issuer became the successor of GGP, Inc. (f/k/a General Growth Properties, Inc.)("Old GGP") pursuant to a merger of Old GGP with an indirect, wholly-owned subsidiary of Issuer. The merger resulted in Issuer becoming an indirect parent company of Old GGP.On November 9, 2010, the Reporting Person's outstanding options to acquire shares of Old GGP common stock were converted, among other things, into options to acquire the same number of shares of Issuer common stock. The replacement options have the same terms and conditions as the Old GGP outstanding options but with an exercise price per share (determined by formula) that was not fixed and determinable until January 7, 2011.

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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