Sec Form 4 Filing - Stephan Frank @ Howard Hughes Holdings Inc. - 2023-07-18

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 Stephan Frank 2. Issuer Name and Ticker or Trading Symbol Howard Hughes Holdings Inc. [ HHH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) PRESIDENT, NEVADA (Last) (First) (Middle) 9950 WOODLOCH FOREST DRIVE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2023 (Street) THE WOODLANDS, TX77380 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, $0.01 par value per share 07/18/2023( 1 ) F 421 ( 1 ) D $ 83.92 1,871 D Common stock, $0.01 par value per share 08/14/2023 S 1,871 D $ 80.17 0 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) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stephan Frank 9950 WOODLOCH FOREST DRIVE SUITE 1100 THE WOODLANDS, TX77380 PRESIDENT, NEVADA	Signatures /s/ Nathan Bryce, Attorney-in-fact for Frank Stephan 08/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of time-based shares of restricted stock previously granted to the Reporting Person was incorrectly reported on the Form 4 filed by the Reporting Person on July 20, 2023 due to an administrative error. The total number of common stock withheld on July 18, 2023 was 1,156 (only 735 shares of common stock were reported as being withheld on the Form 4 filed on July 20, 2023). This Form 4 reports the additional 421 shares of common stock withheld by the Issuer on July 18, 2023 to satisfy certain tax withholding obligations.

Remarks: On August 11, 2023, Howard Hughes Holdings Inc. became the successor to The Howard Hughes Corporation pursuant to a merger. The merger resulted in Howard Hughes Holdings Inc. becoming a parent holding company of The Howard Hughes Corporation, but did not alter the proportionate interests of security holders.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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