Securities Registration (section 12(b)) (8-a12b)
August 27 2018 - 8:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Brookfield Property REIT
Inc.
(formerly known as GGP Inc.)
(Exact name of registrant as specified in its charter)
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Delaware
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27-2963337
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(State of incorporation
or organization)
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(IRS Employer
Identification No.)
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350 N. Orleans St., Suite 300
Chicago, IL
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60654
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Class A Stock, par value $0.01 per share
6.375% Series A Cumulative Perpetual
Redeemable
Preferred Stock, par value $0.01 per share
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Nasdaq Global Select Market
Nasdaq Global Select Market
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333
-224593
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrants Securities to be Registered.
The descriptions of the Class A Stock, par value $0.01 per share (the Class A Stock), and the 6.375% Series A
Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share (the Series A Preferred Stock), of Brookfield Property REIT Inc. (the Company) included under the headings Description of Class A
Stock and Description of New Series A Preferred Stock, respectively, in the joint proxy statement/prospectus dated May 1, 2018, as amended (the Prospectus), forming part of the joint Registration Statement of
GGP Inc. and Brookfield Property Partners L.P. on Form
S-4
and Form
F-4
(Registration Nos.
333-224593/224594)
originally filed
with the U.S. Securities and Exchange Commission on May 2, 2018 (as amended by Amendment No. 1, filed June 11, 2018 and Amendment No. 2, filed June 25, 2018), shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
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Exhibit No.
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Description
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3.1
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Third Amended and Restated Certificate of Incorporation of GGP Inc.
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3.2
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Fifth Amended and Restated Bylaws of Brookfield Property REIT Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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BROOKFIELD PROPERTY REIT INC.
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By:
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/s/ Stacie L. Herron
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Name:
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Stacie L. Herron
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Title:
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Executive Vice President, General Counsel and Secretary
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Date: August 27, 2018
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