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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) | $ 117.01 | 10/04/2017 | A | 87,951 (4) | 10/03/2022(5) | 10/03/2023 | Common stock, par value $0.01 per share | 87,951 | $ 2,000,000 | 87,951 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Herlitz Grant ONE GALLERIA TOWER, 13355 NOEL ROAD, 22ND FLOOR DALLAS, TX 75240 |
President | |||
| Timothy F. Hubach, Attorney-in-fact for Grant D. Herlitz | 10/04/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents restricted stock granted to Mr. Herlitz pursuant to that certain Restricted Stock Agreement, dated October 2, 2017 (the "Restricted Stock Agreement"), by and between Mr. Herlitz and The Howard Hughes Corporation (the "Company"). The Restricted Stock Agreement provides for time-based vesting. 50% of the restricted stock granted pursuant to the Restricted Stock Agreement shall vest and become non-forfeitable on October 2, 2022. The remaining 50% of the restricted stock granted pursuant to the Restricted Stock Agreement shall vest and become non-forfeitable on October 2, 2027. The restricted stock was granted from shares reserved under The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan (the "Plan") and is subject to the terms of the Plan and the Restricted Stock Agreement. |
| (2) | Includes 49,501 shares of restricted stock previously granted to Mr. Herlitz under the Plan, which are performance-based and vest on the achievement of certain shareholder return thresholds. |
| (3) | Represents shares transferred by the reporting person to Moss Creek Capital, LP ("MCC LP"), a limited partnership, in which the general partner of MCC LP, Moss Creek Capital GP, LLC ("MCC GP"), is owned by the reporting person. The reporting person is also the trustee of the Grant & Karlyn Herlitz Living Trust (the "Trust"), which is the limited partner of MCC LP. By virtue of his position as the trustee of the Trust and owner of MCC GP, the reporting person is deemed to beneficially own the shares for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The transfer of these shares to MCC LP was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| (4) | Reflects shares underlying a warrant to purchase shares of common stock of the Company pursuant to a warrant grant agreement, dated as of October 4, 2017, by and between the Company and Mr. Herlitz (the "Warrant Agreement"). |
| (5) | The warrant will become exercisable on October 3, 2022, subject to an earlier exercisable date in the event of: (a) a Change of Control of the Company (as defined in the Warrant Agreement); (b) the termination of Mr. Herlitz' employment by the Company without Cause (as defined in the Warrant Agreement); or (c) the separation of Mr. Herlitz from employment with the Company for Good Reason (as defined in the Warrant Agreement). |