Sec Form 4 Filing - Davidsohn Reuben Seth @ Howard Hughes Corp - 2018-04-03

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
Davidsohn Reuben Seth
2. Issuer Name and Ticker or Trading Symbol
Howard Hughes Corp [ HHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Administrative Officer
(Last) (First) (Middle)
ONE GALLERIA TOWER, 13355 NOEL ROAD, 22ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/03/2018
(Street)
DALLAS, TX75240
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, par value $0.01 per share 04/03/2018 M 25,000 A $ 57.77 37,175 D
Common stock, par value $0.01 per share 04/03/2018 F 15,555 ( 1 ) D $ 138.24 21,620 D
Common stock, par value $0.01 per share 04/03/2018 S 9,445 D $ 137.1 12,175 ( 2 ) D
(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) Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option (right to buy) $ 57.77 04/03/2018 M 25,000 01/01/2017 02/28/2021 Common Stock 25,000 $ 0 35,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Davidsohn Reuben Seth
ONE GALLERIA TOWER
13355 NOEL ROAD, 22ND FLOOR
DALLAS, TX75240
Chief Administrative Officer
Signatures
Timothy F. Hubach, Attorney-in-fact for Reuben S. Davidsohn 04/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the amount of shares withheld by The Howard Hughes Corporation (the "Company") to pay for the aggregate exercise price and cover Mr. Davidsohn's tax liability arising from the exercise of 25,000 options.
( 2 )Represents a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $137.00 to $138.00, inclusive. Mr. Davidsohn undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each transaction price within the range set forth above.

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).
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