Sec Form 4 Filing - Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP @ General Growth Properties, Inc. - 2013-11-01

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 Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP 2. Issuer Name and Ticker or Trading Symbol General Growth Properties, Inc. [ GGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by deputization *** (Last) (First) (Middle) THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2013 (Street) NEW YORK, NY10281 4. If Amendment, Date Original Filed (MM/DD/YY) 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 per share 11/01/2013 J 1,562,170 A $ 20.39 ( 2 ) 1,562,170 D Common Stock, Par Value $0.01 per share 11/01/2013 J 760,807 D $ 20.39 ( 3 ) 801,363 D Common Stock, Par Value $0.01 per share 11/01/2013 J 801,363 D $ 20.39 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 Warrants to acquire Common Stock ( 4 ) 11/01/2013 J 2,158,038 11/09/2010 11/09/2017 Common Stock 2,466,637 $ 14.76 ( 2 ) 0 I see footnote ( 1 ) Warrants to acquire Common Stock ( 4 ) 11/01/2013 J 1,051,036 11/09/2010 11/09/2017 Common Stock 1,201,334 $ 14.76 ( 3 ) 1,051,036 D Warrants to acquire Common Stock ( 4 ) 11/01/2013 J 1,051,036 11/09/2010 11/09/2017 Common Stock 1,201,334 $ 14.76 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK, NY10281 X X Director by deputization *** Brookfield Private Funds Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK, NY10281 X X Director by deputization *** Signatures /s/ Karen Ayre, Vice President of Brookfield Private Funds Holdings Inc., its general partner 11/05/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )See Exhibit 99.1; Note 1. ( 2 )See Exhibit 99.1; Note 2. ( 3 )See Exhibit 99.1; Note 3. ( 4 )See Exhibit 99.1; Note 4.

Remarks: *** Brian Kingston, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of BAM and certain of its affiliates, including the Reporting Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses. Exhibit 99.2 - Joint Filer Information and Signature.

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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