Statement of Changes of Beneficial Ownership

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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hollowell Catherine 		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)
Senior Vice President
(Last)          (First)          (Middle)

C/O GENERAL GROWTH PROPERTIES, INC., 110 NORTH WACKER DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/9/2010
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/9/2010     A    916   (1) A $0   916   D    
Common Stock   11/10/2010     A    21577   (2) A $0   22493   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $14.73   11/10/2010     A      21577       11/10/2011   (3) 11/10/2020   Common Stock   21577   $0   21577   D    

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.
( 2)  Represents the grant of stock to the reporting person under the General Growth Properties, Inc. 2010 Equity Incentive Plan. The grant is exempt from Section 16 (b) pursuant to Rule 16b-3(d). One fifth (1/5th) of the Restricted Shares shall vest on each of the first five (5) anniversaries of the Date of Grant
( 3)  Options acquired were granted under the General Growth Properties, Inc. 2010 Equity Incentive Plan. Such transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d). The options vest in equal 20% installments on each of the first five anniversaries of Date of Grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hollowell Catherine
C/O GENERAL GROWTH PROPERTIES, INC.
110 NORTH WACKER DRIVE
CHICAGO, IL 60606

Senior Vice President

Signatures
Edmund J. Hoyt, by power of attorney 11/12/2010
** Signature of Reporting Person Date


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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Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these present, that the undersigned hereby constitutes and appoints each of Edmund J. Hoyt and Linda J. Wight, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                  execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of New GGP, Inc., to become known as General Growth Properties, Inc. (the “Company”), Forms, 3, 4, and 5 (and any successor forms) in accordance with section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)                  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 (and any successor forms), complete and execute any amendment or amendments thereto, and timely file such forms with the Untied States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)                  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned,  it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, and agrees to indemnify and hold harmless the Company and each attorney-in-fact, and their respective officers, directors, employees, successors and assigns, from any losses, damages, claims, suits, costs and expenses arising out of any and all actions taken by the attorneys-in-fact pursuant to this Power of Attorney.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of November, 2010.

 

 

 

/s/ Catherine Hollowell

 

Signature

 

 

 

 

 

Catherine Hollowell

 

Print Name

 

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