Sec Form 4/A Filing - Brookfield Retail Holdings IV-A Sub II LLC @ Rouse Properties, Inc. - 2016-07-05

FORM 4/A 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 Retail Holdings IV-A Sub II LLC 2. Issuer Name and Ticker or Trading Symbol Rouse Properties, Inc. [ RSE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See footnotes (1)(2)(3) (Last) (First) (Middle) BROOKFIELD PLACE, 250 VESEY STREET, 15TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/05/2016 (Street) NEW YORK, NY10281 4. If Amendment, Date Original Filed (MM/DD/YY) 11/05/2013 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 07/05/2016 S 19,387,625 D $ 18.25 0 D ( 1 ) ( 2 ) Series I Preferred Stock Par Value $0.01 07/05/2016 P 19,387,625 A $ 18.25 19,387,625 D ( 1 ) ( 2 ) Series I Preferred Stock Par Value $0.01 07/06/2016 S 193,876.25 D $ 1,825 0 D ( 1 ) ( 2 ) ( 3 )

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 Brookfield Retail Holdings IV-A Sub II LLC BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 See footnotes (1)(2)(3) Brookfield Retail Holdings IV-D Sub II LLC BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 See footnotes (1)(2)(3) Brookfield Retail Holdings IV-C Sub II LLC BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 See footnotes (1)(2)(3) Brookfield Retail Holdings II Sub II LLC BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 See footnotes (1)(2)(3) Brookfield Retail Holdings IV-B Sub II LLC BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 See footnotes (1)(2)(3) Brookfield Retail Holdings III Sub II LLC BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 See footnotes (1)(2)(3) Signatures /s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC 07/07/2016 Signature of Reporting Person Date /s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC, By Brookfield Asset Management Private Institutional Capital Adviser US, LLC 07/07/2016 Signature of Reporting Person Date /s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC 07/07/2016 Signature of Reporting Person Date /s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS II SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC 07/07/2016 Signature of Reporting Person Date /s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC 07/07/2016 Signature of Reporting Person Date /s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS III SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC 07/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Exchange Agreement entered into by and among Rouse Properties, Inc. ("Rouse") and Brookfield Retail Holdings VII LLC, New Brookfield Retail Holdings R2 LLC, Brookfield BPY Retail Holdings II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC and Brookfield Retail Holdings IV-D Sub II LLC (collectively, the "Exchange Parties"), dated February 25, 2016 (the "Exchange Agreement"), on July 5, 2016 the Exchange Parties contributed, assigned, transferred and delivered to Rouse an aggregate of 19,387,625 common shares of Rouse owned by the Exchange Parties in exchange for the issuance of 19,387,625 shares of Series I Preferred Stock of Rouse (the "Exchange Shares"). ( 2 )Following the consummation of the Merger (as described more fully below), each Exchange Share was converted into 0.01 Series I Preferred Shares of the Surviving Corporation (as defined below) and subsequently, through a series of transactions among affiliates of BAM (the "Contribution Transactions"), contributed to Parent (as defined below). The Reporting Owners disposed of the 19,387,625 common shares of Rouse, and acquired and subsequently disposed of the Exchange Shares, through the contribution and exchange under the Exchange Agreement and the Contribution Transactions. A copy of the Exchange Agreement is filed as Exhibit 10.2 to Rouse's Current Report on Form 8-K filed February 29, 2016. ( 3 )Pursuant to the Agreement and Plan of Merger by and among Rouse, BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P., , and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation"). A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016.

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