SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person* BROOKFIELD ASSET MANAGEMENT INC. (Last) (First) (Middle) BCE PLACE 181 BAY ST STE 300 PO BOX 762 (Street) TORONTO ONTARIO A6 M5J2T3 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/12/2012	3. Issuer Name and Ticker or Trading Symbol Rouse Properties, Inc. [ RSE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% 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 X Form 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 share)	2,946,661	I	See Footnotes(1)(10)(11)(12)
Common Stock, Par Value $0.01 (per share)	2,012,058	I	See Footnotes(2)(10)(11)
Common Stock, Par Value $0.01 (per share)	2,307,948	I	See Footnotes(3)(10)(11)
Common Stock, Par Value $0.01 (per share)	265,725	I	See Footnotes(4)(10)(11)
Common Stock, Par Value $0.01 (per share)	530,636	I	See Footnotes(5)(10)(11)
Common Stock, Par Value $0.01 (per share)	177,774	I	See Footnotes(6)(10)(11)
Common Stock, Par Value $0.01 (per share)	178,393	I	See Footnotes(7)(10)(11)
Common Stock, Par Value $0.01 (per share)	600,173	I	See Footnotes(8)(10)
Common Stock, Par Value $0.01 (per share)	4,323,616	I	See Footnote(9)

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 Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BROOKFIELD ASSET MANAGEMENT INC. (Last) (First) (Middle) BCE PLACE 181 BAY ST STE 300 PO BOX 762 (Street) TORONTO ONTARIO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP (Last) (First) (Middle) THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brookfield Private Funds Holdings Inc. (Last) (First) (Middle) THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brookfield Retail Split LP (Last) (First) (Middle) THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brookfield Retail Split II LLC (Last) (First) (Middle) THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brookfield US Holdings Inc. (Last) (First) (Middle) THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brookfield US Corp (Last) (First) (Middle) THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brookfield REP GP Inc. (Last) (First) (Middle) THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brookfield Holdings Canada (Last) (First) (Middle) 181 BAY STREET BROOKFIELD PLACE, SUITE 300 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Partners Ltd (Last) (First) (Middle) 181 BAY STREET BROOKFIELD PLACE, SUITE 300 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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.

12. See Exhibit 99.1; Note 12.

Remarks:

Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures

	Joseph Freedman, Senior Managing Partner of Brookfield Asset Management Inc.	01/23/2012
	** 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 5 (b)(v).
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