GGP Inc. (Form: 4, Received: 07/31/2018 19:50:32)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BPG Holdings Group Inc.	2. Issuer Name and Ticker or Trading Symbol GGP 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) 181 BAY STREET, SUITE 300,	3. Date of Earliest Transaction (MM/DD/YYYY) 7/27/2018
(Street) TORONTO, A6 M5J 2T3	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	7/27/2018		J		79,094,965	D	⁽¹⁾	0	I	See footnote ⁽¹⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	7/27/2018		J		351,958	D	⁽²⁾	0	I	See footnote ⁽²⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	7/27/2018		J		12,989,228	D	⁽³⁾	0	I	See footnote ⁽³⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	7/27/2018		J		24,063,298	D	⁽⁴⁾	0	I	See footnote ⁽⁴⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	7/27/2018		J		53,000,412	D	⁽⁵⁾	0	I	See footnote ⁽⁵⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	7/27/2018		J		6,985,772	D	⁽⁶⁾	0	I	See footnote ⁽⁶⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	7/27/2018		J		70,114,877	D	⁽⁷⁾	0	I	See footnote ⁽⁷⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	7/27/2018		J		28,573,419	D	⁽⁸⁾	0	I	See footnote ⁽⁸⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	7/27/2018		J		2,577,297	D	⁽⁹⁾	0	I	See footnote ⁽⁹⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	7/27/2018		J		45,890,612	D	⁽¹⁰⁾	0	I	See footnote ⁽¹⁰⁾⁽¹¹⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		79,094,965		⁽¹¹⁾	⁽¹¹⁾	Common Stock	79,094,965	⁽¹¹⁾	79,094,965	I	See footnote ⁽¹⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		351,958		⁽¹¹⁾	⁽¹¹⁾	Common Stock	351,958	⁽¹¹⁾	351,958	I	See footnote ⁽²⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		12,989,228		⁽¹¹⁾	⁽¹¹⁾	Common Stock	12,989,228	⁽¹¹⁾	12,989,228	I	See footnote ⁽³⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		24,063,298		⁽¹¹⁾	⁽¹¹⁾	Common Stock	24,063,298	⁽¹¹⁾	24,063,298	I	See footnote ⁽⁴⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		53,000,412		⁽¹¹⁾	⁽¹¹⁾	Common Stock	53,000,412	⁽¹¹⁾	53,000,412	I	See footnote ⁽⁵⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		6,985,772		⁽¹¹⁾	⁽¹¹⁾	Common Stock	6,985,772	⁽¹¹⁾	6,985,772	I	See footnote ⁽⁶⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		70,114,877		⁽¹¹⁾	⁽¹¹⁾	Common Stock	70,114,877	⁽¹¹⁾	70,114,877	I	See footnote ⁽⁷⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		28,573,419		⁽¹¹⁾	⁽¹¹⁾	Common Stock	28,573,419	⁽¹¹⁾	28,573,419	I	See footnote ⁽⁸⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		2,577,297		⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,577,297	⁽¹¹⁾	2,577,297	I	See footnote ⁽⁹⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹¹⁾	7/27/2018		J		45,890,612		⁽¹¹⁾	⁽¹¹⁾	Common Stock	45,890,612	⁽¹¹⁾	45,890,612	I	See footnote ⁽¹⁰⁾⁽¹¹⁾

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.
(5)	See Exhibit 99.1; Note 5.
(6)	See Exhibit 99.1; Note 6.
(7)	See Exhibit 99.1; Note 7.
(8)	See Exhibit 99.1; Note 8.
(9)	See Exhibit 99.1; Note 9.
(10)	See Exhibit 99.1; Note 10.
(11)	See Exhibit 99.1; Note 11.

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 Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BPG Holdings Group Inc. 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3	X	X		Director by deputization ***
BPG Holdings Group (US) Holdings Inc. 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3	X	X		Director by deputization ***
Brookfield Property Partners Ltd 73 FRONT STREET 5TH FLOOR HAMILTON, D0 HM 12	X	X		Director by deputization ***
Brookfield Property Partners L.P. 73 FRONT STREET 5TH FLOOR HAMILTON, D0 HM 12	X	X		Director by deputization ***
Brookfield Property LP 73 FRONT STREET 5TH FLOOR HAMILTON, D0 HM 12	X	X		Director by deputization ***
Brookfield BPY Holdings (US) Inc. 181 BAY STREET TORONTO, A6 M5J2T3	X	X		Director by deputization ***
CanHoldco 1 ULC 181 BAY STREET TORONTO, A6 M5J2T3	X	X		Director by deputization ***
Brookfield Property Split Corp. 181 BAY STREET TORONTO, A6 M5J2T3	X	X		Director by deputization ***
Brookfield Office Properties Inc 181 BAY STREET TORONTO, A6 M5J 2T3	X	X		Director by deputization ***

Signatures
BPG HOLDINGS GROUP INC /s/ Sujoy Gupta, Vice President		7/31/2018
^**Signature of Reporting Person		Date
BPG HOLDINGS GROUP (US) HOLDINGS INC /s/ Sujoy Gupta, Vice President		7/31/2018
^**Signature of Reporting Person		Date
BROOKFIELD PROPERTY PARTNERS LIMITED /s/ Jane Sheere, Secretary		7/31/2018
^**Signature of Reporting Person		Date
BROOKFIELD PROPERTY PARTNERS L.P. By: Brookfield Property Partners Limited, its general partner /s/ Jane Sheere, Secretary		7/31/2018
^**Signature of Reporting Person		Date
BROOKFIELD PROPERTY L.P. By: Brookfield Property Partners L.P., its managing general partner By: Brookfield Property Partners Limited, its general partner /s/ Jane Sheere, Secretary		7/31/2018
^**Signature of Reporting Person		Date
BROOKFIELD BPY HOLDINGS INC /s/ Allen Yi, Assistant Secretary		7/31/2018
^**Signature of Reporting Person		Date
BPY CANADA SUBHOLDINGS 1 ULC /s/ Keith Hyde, President		7/31/2018
^**Signature of Reporting Person		Date
BROOKFIELD PROPERTY SPLIT CORP /s/ Michelle L. Campbell, Secretary		7/31/2018
^**Signature of Reporting Person		Date
BROOKFIELD OFFICE PROPERTIES INC /s/ Keith Hyde, Vice President, Taxation		7/31/2018
^**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).
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 control number.

Exhibit 99.1

Explanation of Responses:

(1)

Shares held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company (“BRH VII”).

(2)

Shares held directly by Brookfield Retail Holdings II Sub III LLC, a Delaware limited liability company (“BRH II Sub”).

(3)

Shares held directly by BW Purchaser, LLC, a Delaware limited liability company (“BWP”).

(4)

Shares held directly by Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company (“BRH Warrants”).

(5)

Shares held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company (“New GGP Subco”).

(6)

Shares held directly by New Brookfield BPY Retail Holdings II LLC, a Delaware limited liability company (“New LLC 1”).

(7)

Shares held directly by BPY Retail V LLC, a Delaware limited liability company (“BPY V”).

(8)

Shares held directly by New GGP Warrants LLC, a Delaware limited liability company (“New GGP Warrants”)

(9)

Shares held directly by Brookfield Retail Mall LLC, a Delaware limited liability company (“Retail Mall”).

(10)

Shares held directly by BPY Retail I LLC, a Delaware limited liability company (“BPY I”).

(11)

Each of the Reporting Persons, as an indirect parent of each of BRH VII, BRH II Sub, BWP, BRH Warrants, New GGP Subco, New LLC 1, BPY V, New GGP Warrants, Retail Mall and BPY I (collectively, the “Direct Holders”), may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Series B Preferred Stock of the Issuer (“Class B Stock”) that are directly beneficially owned by each of the Direct Holders. On July 27, 2018 prior to the market open, pursuant to that certain Amended and Restated Class B Stock Exchange Agreement, dated as of June 25, 2018, by and among the Issuer and the Direct Holders, each Direct Holder exchanged each share of Common Stock owned by it for one share of Class B Stock. In the event that the Agreement and Plan of Merger, dated as of March 26, 2018 (as amended on June 25, 2018, and as it may be further amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Brookfield Property Partners L.P., Goldfinch Merger Sub Corp. and the Issuer, is terminated in accordance with its terms prior to the time at which the amendment and restatement of the Issuer’s Certificate of Incorporation is filed with and accepted by the Secretary of State of the State of Delaware pursuant to the terms of the Merger Agreement, then each share of Class B Stock shall be automatically, without action by the Issuer or any holder, converted into one fully paid and non-assessable share of Common Stock, without the payment of any accrued and unpaid dividends. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Class B Stock that is owned by each Direct Holder is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Class B Stock that is beneficially owned by each Direct Holder, except to the extent of any indirect pecuniary interest therein.

Exhibit 99.2

JOINT FILERS

Reporting Owner Name/Address	Relationships
Reporting Owner Name/Address	Director	10% Owner	Officer	Other
BPG Holdings Group (US) Holdings Inc. 181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
Brookfield Property Partners Limited 73 Front Street, 5th Floor Hamilton HM 12 Bermuda	X	X		Director by deputization
Brookfield Property Partners L.P. 73 Front Street, 5th Floor Hamilton HM 12 Bermuda	X	X		Director by deputization
Brookfield Property L.P. 73 Front Street, 5th Floor Hamilton HM 12 Bermuda	X	X		Director by deputization
Brookfield BPY Holdings Inc. 181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
BPY Canada Subholdings 1 ULC 181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
Brookfield Property Split Corp. 181 Bay Street, Suite 330 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
Brookfield Office Properties Inc. 181 Bay Street, Suite 330 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization