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China Investment Corp., et al. – ‘3’ for 11/9/10 re: GGP Inc.

On:  Thursday, 11/18/10, at 5:27pm ET   ·   For:  11/9/10   ·   As:  10% Owner   ·   Accession #:  1140361-10-46458   ·   File #:  1-34948

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/18/10  China Investment Corp.            3          10% Owner   1:9K   General Growth Properties, Inc.   Edgarfilings Ltd.
          Stable Investment Corp.
          Best Investment Corp.

Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML      9K 
                Securities by an Insider -- doc1.xml/2.3


        

This ‘3’ Document is an XML Data File that may be rendered in various formats:

  Form 3    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Initial Statement of Beneficial Ownership of Securities by an Insider
 
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
CHINA INVESTMENT CORP
(Last)(First)(Middle)
NEW POLY PLAZA
NO. 1 CHAOYANGMEN BEIDAJIE
(Street)
BEIJINGF4100010
(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/9/10		3. Issuer Name and Ticker or Trading Symbol
General Growth Properties, Inc. [ GGP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Par value $0.01 per share59,156,823 (1)ISee footnote (1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants to acquire Common Stock 11/9/10 11/9/17Common Stcok14,730,538 (2)10.75 (3)ISee footnote (2)
1. Name and Address of Reporting Person*
CHINA INVESTMENT CORP
(Last)(First)(Middle)
NEW POLY PLAZA
NO. 1 CHAOYANGMEN BEIDAJIE
(Street)
BEIJINGF4100010
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Stable Investment Corp
(Last)(First)(Middle)
NEW POLY PLAZA
NO. 1 CHAOYANGMEN BEIDAJIE
(Street)
BEIJINGF4100010
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Best Investment Corp
(Last)(First)(Middle)
NEW POLY PLAZA
NO. 1 CHAOYANGMEN BEIDAJIE
(Street)
BEIJINGF4100010
(City)(State)(Zip)
Explanation of Responses:
(1)  Stable Investment Corporation ("Stable") and Best Investment Corporation ("Best") hold a collective 99.499848% percentage ownership interest in Brookfield Retail Holdings III LLC (subject to a "carry interest" held by the managing member thereof), which owns 59,156,823 shares of the Common Stock of the Issuer. China Investment Corporation ("CIC") is the parent of each of Stable and Best. Each of CIC, Stable and Best disclaim any beneficial ownership of the shares of Common Stock reported herein except to the extent of its respective indirect pecuniary interest therein.
(2)  Stable and Best hold a collective 99.499848% percentage ownership interest in Brookfield Retail Holdings III LLC (subject to a "carry interest" held by the managing member thereof), which owns 14,730,538 warrants issued by the Issuer. CIC is the parent of each of Stable and Best. Each of CIC, Stable and Best disclaim any beneficial ownership of the warrants reported herein except to the extent of its respective indirect pecuniary interest therein.
(3)  Each warrant is convertible, at the option of the holder thereof, at any time prior to seven years from the issuance of such warrant, into 1 share of common stock of the Issuer, at a price of $10.75, subject to certain adjustments in connection with dividends and certain other events. The warrants also provide each holder with a cash redemption right at a Black-Scholes-based formula value upon certain change in control events.
Remarks:
Lou Jiwei, Chairman of China Investment Corporation 11/18/10
Gao Xiqing, Executive Director of Stable Investment Corporation 11/18/10
Gao Xiqing, Executive Director of Best Investment Corporation 11/18/10
** Signature of Reporting PersonDate
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 5 (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.
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 Number.

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Filing Submission 0001140361-10-046458   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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