Sec Form 4/A Filing - BROOKFIELD ASSET MANAGEMENT INC. @ Rouse Properties, Inc. - 2016-07-06

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 ASSET MANAGEMENT INC. 2. Issuer Name and Ticker or Trading Symbol Rouse Properties, Inc. [ RSE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) BROOKFIELD PLACE, 181 BAY ST, STE 300, PO BOX 762 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2016 (Street) TORONTO, A6M5J2T3 4. If Amendment, Date Original Filed (MM/DD/YY) 03/12/2012 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 Series I Preferred Stock Par Value $0.01 07/08/2016 J( 1 )( 2 ) 193,876.25 D 0 I See footnotes ( 1 ) ( 2 ) Common Stock Par Value $0.01 07/08/2016 J( 3 ) 499 A 1,499 I See footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock Par Value $0.01 07/08/2016 J( 4 ) 1,499 D 0 ( 4 ) I See footnote ( 4 ) LLC Interests of Rouse Properties, LLC 07/08/2016 J( 4 ) 1,000 A 1,000 I See footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, 181 BAY ST, STE 300 PO BOX 762 TORONTO, A6M5J2T3 X Partners Ltd 181 BAY STREET BROOKFIELD PLACE, SUITE 300 TORONTO, A6M5J2T3 X Brookfield Property Partners Ltd BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 X Brookfield Holdings Canada Inc. BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 X Brookfield US Holdings Inc. BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 X Brookfield US Corp BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK, NY10281 X Signatures /s/ A.J. Silber, Vice President, Legal Affairs, BROOKFIELD ASSET MANAGEMENT INC. 07/08/2016 Signature of Reporting Person Date /s/ Brian D. Lawson, Director, /s/ Tony Rubin, Treasurer, PARTNERS LIMITED 07/08/2016 Signature of Reporting Person Date /s/ Jane Sheere, Secretary, BROOKFIELD PROPERTY PARTNERS LIMITED 07/08/2016 Signature of Reporting Person Date /s/ A.J. Silber, Vice President, BROOKFIELD HOLDINGS CANADA INC. 07/08/2016 Signature of Reporting Person Date /s/ A.J. Silber, Director, BROOKFIELD US HOLDINGS INC. 07/08/2016 Signature of Reporting Person Date /s/ Mark Srulowitz, President, BROOKFIELD US CORP 07/08/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 6, 2016, pursuant to the Agreement and Plan of Merger by and among Rouse Properties, Inc. ("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"). ( 2 )Upon the consummation of the Merger, each outstanding share of Series I Preferred Stock of Rouse Properties, Inc. was converted into 0.01 shares of Series I Preferred Stock of the Surviving Corporation and each share of common stock of Rouse was cancelled and each of the 1,000 outstanding shares of Acquisition Sub were converted into a share of common stock of the Surviving Corporation. Consequently, following the consummation of the Merger, BAM beneficially owned, through the Reporting Owners and Parent, 193,876.25 shares of Series I Preferred Stock of the Surviving Corporation and 1,000 shares of common stock of 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. ( 3 )On July 8, 2016, in connection with and prior to the conversion of Rouse from a corporation to limited liability company (the "Conversion"), BSREP II Retail Pooling LLC, an indirect subsidiary of the Reporting Owners ("Parent"), contributed to Rouse 193,876.25 shares of Series I Preferred Stock of Rouse (the "Exchange Shares") in exchange for the issuance by Rouse to Parent of 499 shares of common stock of Rouse, par value $0.01 (the "Exchange"). Following the Exchange, the Exchange Shares were cancelled and BAM, through the Reporting Owners and Parent, indirectly held 1,499 shares of common stock of Rouse. ( 4 )On July 8, 2016, upon the consummation of the Conversion, each of the 1,499 shares of common stock of Rouse held indirectly by BAM was converted into 1,000 limited liability company interests of Rouse Properties, LLC.

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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