SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Future Fund Board of Guardians

(Last) (First) (Middle)
LEVEL 43, 120 COLLINS STREET

(Street)
MELBOURNE AUSTRALIA C3 VIC 300

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rouse Properties, Inc. [ RSE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $0.01 per share 03/08/2012 J(1) 2,012,058 D(1) $14.73(2) 0 I See footnote(1)
Common Stock, Par Value $0.01 per share 03/08/2012 J(1) 2,012,058 A(1) $14.73(2) 2,012,058 I See footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Change only in form of pecuniary interest. On March 8, 2012, Brookfield Retail Holdings II LLC ("BRH II"), the investment vehicle through which the Reporting Person may be deemed to indirectly beneficially own shares of common stock of the Issuer (the "Shares"), contributed 2,012,058 Shares directly beneficially owned by BRH II to Brookfield Retail Holding R 1 Inc. ("Holdco"). In exchange for such contribution, BRH II acquired (i) 223.082 shares in Holdco representing a proportionate interest in Holdco equivalent to 2,012,058 of the Shares directly held by Holdco following the contribution and (ii) pursuant to a loan agreement, a note with Holdco in a principal amount of $12,492,592.00, which accrues interest at a rate of 8% per annum. As a result of the contribution of Shares in exchange for an issuance to BRH II of shares in Holdco, the Reporting Person's rights with respect to the Shares did not change.
2. Change only in form of pecuniary interest. Price represents closing market price of Shares on date of contribution.
Remarks:
Future Fund Board of Guardians, By: /s/ Gordon McKellar 03/12/2012
** 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 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).
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