RSE / Rouse Properties, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

RSE / Rouse Properties, Inc. / FIRST MANHATTAN CO - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ROUSE PROPERTIES INC. (Name of Issuer) COMMON (Title of Class of Securities) 779287101 (CUSIP Number) Calendar Year 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

Rouse Properties 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-35287 Rouse Properties, LLC (successor in interest to Rouse Properties, I

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 a16-1483018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2016 Rouse Properties, LLC (successor in interest to Rouse Properties, Inc.) (Exact name of registrant as specified in its charter) Delaware (State

STATE OF DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE OF FORMATION OF ROUSE PROPERTIES, LLC

Exhibit 3.1 STATE OF DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE OF FORMATION OF ROUSE PROPERTIES, LLC First: The name of the limited liability company formed hereby is Rouse Properties, LLC. Second: The address of its registered agent in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its Registered Agent at such address is

LIMITED LIABILITY COMPANY AGREEMENT ROUSE PROPERTIES, LLC

Exhibit 3.2 LIMITED LIABILITY COMPANY AGREEMENT OF ROUSE PROPERTIES, LLC This Limited Liability Company Agreement (this “Agreement”) of Rouse Properties, LLC (the “Company”) is entered into as of July 8, 2016 by BSREP II Retail Pooling LLC (“BSREP II Retail Pooling”) and BSREP II BPY Rouse JV LLC (“BSREP BPY” and, together with each other holder of Common Shares (as defined below) that may be admi

RSE / Rouse Properties, Inc. / VANGUARD GROUP INC Passive Investment

rousepropamd3.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Rouse Properties Inc Title of Class of Securities: REIT CUSIP Number: 779287101 Date of Event Which Requires Filing of this Statement: June 30, 2016 Check the appropriate box to designate

RSE / Rouse Properties, Inc. / BROOKFIELD ASSET MANAGEMENT INC. - SCHEDULE 13A AMENDMENT NO. 12 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) Rouse Properties, LLC (successor in interest to Rouse Properties, Inc.) (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Murray Goldfarb Michelle Campbell Brookfield Asset Management, Inc. Brookfield Plac

RSE / Rouse Properties, Inc. / Rouse Properties, Inc. - SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 ROUSE PROPERTIES, INC. (Name of Issuer) Rouse Properties, Inc. Brookfield Asset Management Inc. BSREP II Retail Pooling LLC Brookfield Retail Holdings IV-C Sub II LLC BSREP II Retail Holdings Corp. Brookfield Retail H

Rouse Properties S-8 POS

As filed with the Securities and Exchange Commission on July 6, 2016 Registration No.

Rouse Properties S-8 POS

S-8 POS 1 a16-144882s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 6, 2016 Registration No. 333-197121 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rouse Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 18, 2016, pursuant to the provisions of Rule 12d2-2 (a).

BYLAWS OF ROUSE PROPERTIES, INC. Effective as of July 6, 2016 ARTICLE I

Exhibit 3.2 BYLAWS OF ROUSE PROPERTIES, INC. Effective as of July 6, 2016 ARTICLE I Offices SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, USA. SECTION 2. Other Offices. The Corporation may also have an office or offices other than said regis

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ROUSE PROPERTIES, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROUSE PROPERTIES, INC. FIRST: The name of the corporation is: ?Rouse Properties, Inc.? SECOND: The address of the Corporation?s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Zip Code 19808. The name of its registered agent at such address is Corporatio

BROOKFIELD COMPLETES ACQUISITION OF ROUSE PROPERTIES, INC.

Exhibit 99.1 BROOKFIELD COMPLETES ACQUISITION OF ROUSE PROPERTIES, INC. New York, NY ? July 6, 2016 ? Rouse Properties, Inc. (NYSE: RSE) (the ?Company?) announced today the completion by BSREP II Retail Pooling LLC (?Parent?), an affiliate of Brookfield Asset Management, Inc. (?Brookfield?), of its acquisition of the Company pursuant to the previously announced merger agreement under which BSREP I

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2016 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35287 (Commission File Number) 90-

Rouse Properties, Inc. Stockholders Approve Merger

EX-99.1 2 a16-139181ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rouse Properties, Inc. Stockholders Approve Merger New York, NY— June 23, 2016 — Rouse Properties, Inc. (NYSE: RSE) (“Rouse” or the “Company”) today announced that, at a special meeting of stockholders held today, the Company stockholders approved the previously announced merger agreement with BSREP II Retail Pooling LLC (“P

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 a16-1391818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2016 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-352878

Rouse Properties DEFR14A

Use these links to rapidly review the document TABLE OF CONTENTS1 TABLE OF CONTENTS2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Rouse Properties DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS1 TABLE OF CONTENTS2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

EX-99.(A)(5)(I) 2 a16-67503ex99da5i.htm EX-99.(A)(5)(I) Exhibit (a)(5)(i) EFiled: Apr 11 2016 05:52PM EDT Transaction ID 58780406 Case No. 12194- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE THE GEORGE LEON FAMILY TRUST and DR. ROBERT A. CORWIN on behalf of themselves and on behalf of all others similarly situated, Plaintiffs, C.A. No. v. ANDREW SILBERFEIN, MICHAEL HEGARTY, CHRISTOPHER HALEY,

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CRAIG L. SCHWAB, individually and ) on behalf of all others similarly situated, ) ) Plaintiff, ) ) v. ) Civil Action No: ) ANDREW SILBERFEIN, MICHAEL ) HEGARTY, CHRISTOPHER HALEY, ) DAVID KRUTH, MICHA

Exhibit (a)(5)(ii) EFiled: May 06 2016 02:15PM EDT Transaction ID 58964258 Case No.

RSE / Rouse Properties, Inc. / Rouse Properties, Inc. - SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 ROUSE PROPERTIES, INC. (Name of Issuer) Rouse Properties, Inc. Brookfield Asset Management Inc. BSREP II Retail Pooling LLC Brookfield Retail Holdings IV-C Sub II LLC BSREP II Retail Holdings Corp. Brookfield Retail H

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 a16-675068k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2016 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35287 (C

Rouse Properties Announces Leadership Transition Andrew Silberfein to Step Down Following Close of Transaction with Brookfield Asset Management Brian Harper to Serve as CEO of Rouse Properties under Brookfield’s Ownership

EX-99.1 2 a16-67506ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rouse Properties Announces Leadership Transition Andrew Silberfein to Step Down Following Close of Transaction with Brookfield Asset Management Brian Harper to Serve as CEO of Rouse Properties under Brookfield’s Ownership NEW YORK—May 20, 2016—Rouse Properties, Inc. (NYSE: RSE) (“Rouse” or the “Company”) today announced that,

Rouse Properties 10-Q- 3.31.2016 (Quarterly Report)

10-Q 1 q1-0331201610xq.htm 10-Q- 3.31.2016 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period f

Rouse Properties Reports First Quarter 2016 Results

EX-99.1 2 ex991-q1x03312016xpressrel.htm EXHIBIT 99.1-03.31.2016 Rouse Properties Reports First Quarter 2016 Results New York, NY, May 2, 2016 - Rouse Properties, Inc. (the "Company" or "Rouse") (NYSE: RSE) today announced consolidated results for the three months ended March 31, 2016. Operational and Financial Highlights First Quarter 2016 (1) • Total initial rental rates for new and renewal leas

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q1-03312016x8xk.htm 8-K-03.31.2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 2, 2016 Date of Report (Date of earliest event reported) Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35278 90-0750824 (State or other jurisdictio

Page Company Information 3 Financial Overview Consolidated Balance Sheets 5 Consolidated Statements of Operations and Comprehensive Income (Loss) 6 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 7 Core

Exhibit Supplemental Information for the Quarter Ended March 31, 2016 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio at the end of the quarter consisted of 36 geographically diverse malls and retail centers, encompassing over 24.

Rouse Properties 10-K/A (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBE

Rouse Properties PRER14A

PRER14A 1 a2228443zprer14a.htm PRER14A Use these links to rapidly review the document TABLE OF CONTENTS1 TABLE OF CONTENTS2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate

Rouse Properties ESP

SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX BEIJING BOSTON BRUSSELS CENTURY CITY CHICAGO DALLAS GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.

Rouse Properties PREM14A

PREM14A 1 a2227859zprem14a.htm PREM14A Use these links to rapidly review the document TABLE OF CONTENTS1 TABLE OF CONTENTS2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate

Preliminary, Subject to Further Review and Revision DiscussionMaterials Committee February 4, 2016 orRHOSpecial

Exhibit (c)(2) Preliminary, Subject to Further Review and Revision DiscussionMaterials Committee February 4, 2016 orRHOSpecial Preliminary, Subject to Further Review and Revision Notice to Recipient Confidential “Bank of America Merrill Lynch” is the marketing name for the global banking and global markets businesses of Bank of America Corporation.

Presentationto RHOSpecial Committee February 24, 2016

Exhibit (c)(3) Presentationto RHOSpecial Committee February 24, 2016 Notice to Recipient Confidential “Bank of America Merrill Lynch” is the marketing name for the global banking and global markets businesses of Bank of America Corporation.

RSE / Rouse Properties, Inc. / Rouse Properties, Inc. - SC 13E3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 ROUSE PROPERTIES, INC. (Name of Issuer) Rouse Properties, Inc. Brookfield Asset Management Inc. BSREP II Retail Pooling LLC Brookfield Retail Holdings IV-C Sub II LLC BSREP II Retail Holdings Corp. Brookfield Retail Holdings IV-D Sub I

Rouse Properties 10-K- 12.31.2015 - ROUSE PROPERTIES (Annual Report)

10-K 1 q4-12311510xk.htm 10-K- 12.31.2015 - ROUSE PROPERTIES Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transi

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP ROUSE PROPERTIES, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES

EX 10.22 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROUSE PROPERTIES, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DEL

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Name State or Other Jurisdiction of Incorporation or Organization Animas Valley Mall, LLC Delaware Barnes Crossing Mall, Inc. Ohio Bay Shore Anchor Gp, LLC Delaware Bay Shore GP, LLC Delaware Bay Shore Mall Anchor, LP Delaware Bay Shore Mall, LP Delaware Birchwood Mall, LLC Delaware Boulevard Mall, LLC Delaware Cache Valley, LLC Delaware Chula

Rouse Properties Reports Fourth Quarter and Full Year 2015 Results

EX-99.1 2 ex991-q4x12312015xpressrel.htm EXHIBIT 99.1 Rouse Properties Reports Fourth Quarter and Full Year 2015 Results New York, NY, February 29, 2016 - Rouse Properties, Inc. (the "Company" or "Rouse") (NYSE: RSE), today announced consolidated results for the three months and twelve months ended December 31, 2015. The Company previously announced that it has entered into a definitive agreement

Page Company Information 3 Financial Overview Consolidated Balance Sheets 5 Consolidated Statements of Operations and Comprehensive Income (Loss) 6 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 7 Recon

Exhibit Supplemental Information for the Quarter Ended December 31, 2015 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio at the end of the quarter consisted of 36 geographically diverse malls and retail centers, encompassing over 24.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 29, 2016 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

CERTIFICATE OF DESIGNATION SERIES I PREFERRED STOCK ROUSE PROPERTIES, INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES OF SERIES I PREFERRED STOCK OF ROUSE PROPERTIES, INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) The undersigned officer of Rouse Properties, Inc., a Delaware corporation (hereinafter called the “Company”), does hereby certify: WHEREAS, the Amended and Restated Certificate of Incorporation of the Company (

Rouse Properties Enters into Definitive Agreement to be Acquired by an Affiliate of Brookfield Asset Management for $18.25 per Share in Cash

Exhibit 99.1 Rouse Properties Enters into Definitive Agreement to be Acquired by an Affiliate of Brookfield Asset Management for $18.25 per Share in Cash NEW YORK, February 25, 2016 ? Rouse Properties, Inc. (NYSE: RSE) (?Rouse?) today announced that, upon the unanimous approval of the Special Committee of its Board of Directors, it has entered into a definitive agreement to be acquired by an affil

VOTING AGREEMENT

Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the “Company”), and the Stockholders set forth on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meaning ascribed t

February 25, 2016

EX-10.3 6 a16-37432ex10d3.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION February 25, 2016 Brookfield Asset Management Inc. (“BAM”) Brookfield Place 250 Vesey Street New York, NY 10281 Attention: Brian Kingston, Senior Managing Partner E-mail Address: [email protected] Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger by and among BSREP II Retail Pooling LL

SERIES I PREFERRED STOCK EXCHANGE AGREEMENT

Exhibit 10.2 EXECUTION VERSION SERIES I PREFERRED STOCK EXCHANGE AGREEMENT This SERIES I PREFERRED STOCK EXCHANGE AGREEMENT (this ?Agreement?) is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the ?Company?), and the parties listed on Exhibit A hereto (each, a ?Stockholder? and collectively, the ?Stockholders?). Capitalized terms used but not def

SERIES I PREFERRED STOCK EXCHANGE AGREEMENT

Exhibit 10.2 EXECUTION VERSION SERIES I PREFERRED STOCK EXCHANGE AGREEMENT This SERIES I PREFERRED STOCK EXCHANGE AGREEMENT (this ?Agreement?) is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the ?Company?), and the parties listed on Exhibit A hereto (each, a ?Stockholder? and collectively, the ?Stockholders?). Capitalized terms used but not def

February 25, 2016

Exhibit 10.3 EXECUTION VERSION February 25, 2016 Brookfield Asset Management Inc. (?BAM?) Brookfield Place 250 Vesey Street New York, NY 10281 Attention: Brian Kingston, Senior Managing Partner E-mail Address: [email protected] Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger by and among BSREP II Retail Pooling LLC, BSREP II Retail Holdings Corp., Rou

AGREEMENT AND PLAN OF MERGER by and among BSREP II RETAIL POOLING LLC, BSREP II RETAIL HOLDINGS CORP., ROUSE PROPERTIES, INC. THE GUARANTORS (AS DEFINED HEREIN) (each solely for purposes of Section 9.14 and the other provisions of Article IX) Dated a

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BSREP II RETAIL POOLING LLC, BSREP II RETAIL HOLDINGS CORP., ROUSE PROPERTIES, INC. and THE GUARANTORS (AS DEFINED HEREIN) (each solely for purposes of Section 9.14 and the other provisions of Article IX) Dated as of February 25, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.01. Certain Defini

Rouse Properties Enters into Definitive Agreement to be Acquired by an Affiliate of Brookfield Asset Management for $18.25 per Share in Cash

Exhibit 99.1 Rouse Properties Enters into Definitive Agreement to be Acquired by an Affiliate of Brookfield Asset Management for $18.25 per Share in Cash NEW YORK, February 25, 2016 ? Rouse Properties, Inc. (NYSE: RSE) (?Rouse?) today announced that, upon the unanimous approval of the Special Committee of its Board of Directors, it has entered into a definitive agreement to be acquired by an affil

AGREEMENT AND PLAN OF MERGER by and among BSREP II RETAIL POOLING LLC, BSREP II RETAIL HOLDINGS CORP., ROUSE PROPERTIES, INC. THE GUARANTORS (AS DEFINED HEREIN) (each solely for purposes of Section 9.14 and the other provisions of Article IX) Dated a

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BSREP II RETAIL POOLING LLC, BSREP II RETAIL HOLDINGS CORP., ROUSE PROPERTIES, INC. and THE GUARANTORS (AS DEFINED HEREIN) (each solely for purposes of Section 9.14 and the other provisions of Article IX) Dated as of February 25, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.01. Certain Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2016 Rouse Propertie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2016 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35287 (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2016 Rouse Propertie

DEFA14A 1 a16-374328k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2016 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1

CERTIFICATE OF DESIGNATION SERIES I PREFERRED STOCK ROUSE PROPERTIES, INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES OF SERIES I PREFERRED STOCK OF ROUSE PROPERTIES, INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) The undersigned officer of Rouse Properties, Inc., a Delaware corporation (hereinafter called the “Company”), does hereby certify: WHEREAS, the Amended and Restated Certificate of Incorporation of the Company (

VOTING AGREEMENT

EX-10.1 4 a16-37432ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the “Company”), and the Stockholders set forth on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined he

VOTING AGREEMENT

Exhibit 99.2 EXECUTED VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the “Company”), and the Stockholders set forth on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meaning ascribed to

AGREEMENT AND PLAN OF MERGER by and among BSREP II RETAIL POOLING LLC, BSREP II RETAIL HOLDINGS CORP., ROUSE PROPERTIES, INC. THE GUARANTORS (AS DEFINED HEREIN) (each solely for purposes of Section 9.14 and the other provisions of Article IX) Dated a

EX-99.1 2 v432837ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BSREP II RETAIL POOLING LLC, BSREP II RETAIL HOLDINGS CORP., ROUSE PROPERTIES, INC. and THE GUARANTORS (AS DEFINED HEREIN) (each solely for purposes of Section 9.14 and the other provisions of Article IX) Dated as of February 25, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTE

RSE / Rouse Properties, Inc. / BROOKFIELD ASSET MANAGEMENT INC. - AMENDMENT NO. 11 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Murray Goldfarb Michelle Campbell Brookfield Asset Management, Inc. Brookfield Place 250 Vesey Street, 15th Floor New York, New York

series I preferred stock EXCHANGE AGREEMENT

Exhibit 99.3 EXECUTION VERSION series I preferred stock EXCHANGE AGREEMENT This SERIES I PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”) is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not def

February 25, 2016

Exhibit 99.4 February 25, 2016 Brookfield Asset Management Inc. (“BAM”) Brookfield Place 250 Vesey Street New York, NY 10281 Attention: Brian Kingston, Senior Managing Partner E-mail Address: [email protected] Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger by and among BSREP II Retail Pooling LLC, BSREP II Retail Holdings Corp., Rouse Properties, Inc

RSE / Rouse Properties, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - RSE AS OF 12/31/2015 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) ROUSE PROPERTIES INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 779287101 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule

RSE / Rouse Properties, Inc. / FIRST MANHATTAN CO - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* ROUSE PROPERTIES INC. (Name of Issuer) COMMON (Title of Class of Securities) 779287101 (CUSIP Number) Calendar Year 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

RSE / Rouse Properties, Inc. / VANGUARD GROUP INC Passive Investment

rousepropertiesinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Rouse Properties Inc Title of Class of Securities: REIT CUSIP Number: 779287101 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to d

Rouse Properties 3G (Passive Acquisition of More Than 5% of Shares)

rousepropertiesinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Rouse Properties Inc Title of Class of Securities: REIT CUSIP Number: 779287101 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to de

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a16-328818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2016 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35278 90-0750824 (State or other jurisdiction of in

ROUSE PROPERTIES, INC. RETENTION PLAN

EX-10.1 2 a16-32881ex10d1.htm EX-10.1 Exhibit 10.1 ROUSE PROPERTIES, INC. RETENTION PLAN Rouse Properties, Inc. (the “Company”) hereby adopts this Retention Plan (the “Plan”) effective as of January 29, 2016. 1. PURPOSE. (a) The Plan is intended to (i) ensure that the Company will have the continued dedication and objectivity of selected senior executives notwithstanding the possibility that a mer

Rouse Properties Announces Receipt of Unsolicited Proposal - Board Establishes Special Committee to Evaluate Proposal and Alternatives — - Special Committee Retains Advisors -

Exhibit 99.1 Rouse Properties Announces Receipt of Unsolicited Proposal - Board Establishes Special Committee to Evaluate Proposal and Alternatives ? - Special Committee Retains Advisors - New York, ? (Business Wire) ? Rouse Properties, Inc. (the ?Company?) (NYSE: RSE) today announced that on Saturday, January 16, 2016, the Company?s board of directors (the ?Board?) received a written, unsolicited

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2016 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Number)

Brookfield Proposes to Acquire Rouse Properties, Inc. for $17.00 per share Rouse shareholders would receive a 26% premium to current trading price and a 19% premium to 30-day volume-weighted average trading price

Exhibit 99.1 Brookfield Asset Management PRESS RELEASE Brookfield Proposes to Acquire Rouse Properties, Inc. for $17.00 per share Rouse shareholders would receive a 26% premium to current trading price and a 19% premium to 30-day volume-weighted average trading price Brookfield, News, January 19, 2016 - Brookfield Asset Management Inc. (“Brookfield”) (NYSE: BAM; TSX: BAM.A; Euronext: BAMA), on beh

January 18, 2016

Exhibit 10.1 EXECUTION COPY PRIVATE AND CONFIDENTIAL January 18, 2016 Brookfield Asset Management Inc. Brookfield Place 250 Vesey Street New York, NY 10281 Attention: Brian Kingston, Senior Managing Partner E-mail Address: [email protected] Ladies and Gentlemen: Reference is hereby made to the letter from Brookfield Asset Management Inc. (“Brookfield”) to Rouse Properties, Inc. (the “C

January 18, 2016

Exhibit 99.2 EXECUTION COPY PRIVATE AND CONFIDENTIAL January 18, 2016 Brookfield Asset Management Inc. Brookfield Place 250 Vesey Street New York, NY 10281 Attention: Brian Kingston, Senior Managing Partner E-mail Address: [email protected] Ladies and Gentlemen: Reference is hereby made to the letter from Brookfield Asset Management Inc. (“Brookfield”) to Rouse Properties, Inc. (the “C

RSE / Rouse Properties, Inc. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Murray Goldfarb Michelle Campbell Brookfield Asset Management Inc. Brookfield Place 250 Vesey Street, 15th Floor New York, New York

First Amendment to the Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP Establishing Series A Preferred Units of the Partnership

Exhibit 10.1 EXECUTION VERSION First Amendment to the Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP Establishing Series A Preferred Units of the Partnership This Amendment is made as of November 12, 2015 by Rouse GP, LLC, a Delaware limited liability company, as general partner (the " General Partner") of Rouse Properties, LP, a Delaware limited partnership (the " P

REGISTRATION RIGHTS AGREEMENT

Exhbit 4.1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this " Agreement") is made and entered into as of November 12, 2015 by and among, Rouse Properties, Inc., a Delaware corporation (the " Company") and Plaza Camino Real, a California limited partnership (the " Holder"). WHEREAS, Rouse Properties, LP, a Delaware limited partnership (the " Partnership"), as

TAX PROTECTION AGREEMENT

Exhibit 10.2 EXECUTION VERSION TAX PROTECTION AGREEMENT This TAX PROTECTION AGREEMENT (this " Agreement") is dated as of November 12, 2015 by and among Rouse Properties LP, a Delaware limited partnership (" OP"), Rouse Properties, Inc., a Delaware corporation (" Rouse," and together with OP, " Indemnitors"), and Plaza Camino Real, a California limited partnership (" PCR"). WITNESSETH WHEREAS, PCR

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 efc15-781fm8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2015 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35278

Page Company Information 3 Financial Overview Consolidated Balance Sheets 5 Consolidated Statements of Operations and Comprehensive Income (Loss) 6 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 7 Recon

Exhibit Supplemental Information for the Quarter Ended September 30, 2015 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls.

Rouse Properties 8-K-09.30.2015 (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 2, 2015 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 o Transition report pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287

Rouse Properties Reports Third Quarter 2015 Results - Operating Portfolio Leased Percentage Increased 60 bps YoY to 92.3% - - Initial Lease Spreads Increased by 13.2% in Q3 and 11.4% Year-to-Date - - Sales for Operating Portfolio Grows to $345, up 7.

Exhibit Rouse Properties Reports Third Quarter 2015 Results - Operating Portfolio Leased Percentage Increased 60 bps YoY to 92.

Rouse Properties ESP

August 25, 2015 Via EDGAR Mr. Eric McPhee Senior Accountant Office of Real Estate and Commodities Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Rouse Properties, Inc. Form 10-K Filed March 9, 2015 File No. 001-35287 Dear Mr. McPhee: I am writing on behalf of Rouse Properties, Inc. (the ?Company?, ?we?, or ?our?) in response to comments of the Office of Real Estate

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 3, 2015 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Rouse Properties Reports Second Quarter 2015 Results - Total Portfolio Leasing Hits Record 1.5 Million SF, with Over 605,000 SF of Inline Leasing - - Sales for Operating Portfolio Grow to $342 PSF, up 6.6% on Comparable TTM Basis - - Same Property NO

EX99.1 - Q2-06.30.2015- Press Release Rouse Properties Reports Second Quarter 2015 Results - Total Portfolio Leasing Hits Record 1.5 Million SF, with Over 605,000 SF of Inline Leasing - - Sales for Operating Portfolio Grow to $342 PSF, up 6.6% on Comparable TTM Basis - - Same Property NOI Increased 2.7% and Average Rents Improved by 4.5% - - Year to Date Initial Spreads of 10.6% for New and Renewa

Page Company Information 3 Financial Overview Consolidated Balance Sheets 5 Consolidated Statements of Operations and Comprehensive Income (Loss) 6 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 7 Recon

EX-99.2 3 ex992-q2x06302015xsuppleme.htm EXHIBIT 99.2-06.30.2015 Supplemental Information for the Quarter Ended June 30, 2015 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls. The portfolio at the end of the quarter consisted of 35 geographically diverse enclosed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2015 o Transition report pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2015 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287 ROUS

Rouse Properties (Current Report/Significant Event)

Unassociated Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AMENDMENT REGARDING INCREASE

Exhibit 10.1 AMENDMENT REGARDING INCREASE This Amendment Regarding Increase (this “Amendment”) is made as of June 29, 2015, by and among ROUSE PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof. R E C I T A L S A. Borrower, Administrative Agent and certain other Lenders have enter

SECOND AMENDMENT TO SECURED CREDIT AGREEMENT

efc15-514ex102.htm Exhibit 10.2 SECOND AMENDMENT TO SECURED CREDIT AGREEMENT This Second Amendment to Secured Credit Agreement (this ?Amendment?) is made as of July 6, 2015 (the ?Effective Date?), by and among ROUSE PROPERTIES, L.P. (the ?Borrower?), KEYBANK NATIONAL ASSOCIATION, as ?Administrative Agent,? and one or more existing or new ?Lenders? shown on the signature pages hereof. R E C I T A L

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 efc15-393fm8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2015 Rouse Properties, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-35278 (Commissi

FIRST AMENDMENT TO THE ROUSE PROPERTIES, INC. 2012 EQUITY INCENTIVE PLAN

efc15-393ex101.htm Exhibit 10.1 FIRST AMENDMENT TO THE ROUSE PROPERTIES, INC. 2012 EQUITY INCENTIVE PLAN WHEREAS, Rouse Properties, Inc., a Delaware corporation (the ?Company?), maintains the Rouse Properties, Inc. 2012 Equity Incentive Plan (the ?Equity Plan?); WHEREAS, pursuant to Section 14.2 of the Plan, the Compensation Committee of the Board of Directors of the Company (the ?Compensation Com

Rouse Properties 8K - Q1-03.31.2015 (Current Report/Significant Event)

Q1- 03.31.2015- 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 4, 2015 Date of Report (Date of earliest event reported) Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35278 90-0750824 (State or other jurisdiction (Commission (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 o Transition report pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287 ROU

Page Company Information 3 Financial Overview Consolidated Balance Sheets 5 Consolidated Statements of Operations and Comprehensive Income (Loss) 6 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 7 Core

EX99.2 - Q1- 03.31.2015- Supplemental Supplemental Information for the Quarter Ended March 31, 2015 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls. The portfolio at the end of the quarter consisted of 35 geographically diverse enclosed malls, encompassing over

Rouse Properties Reports First Quarter 2015 Results - Sales for Operating Portfolio Grows to $334 PSF, up 6.1% on Comparable TTM Basis - - Same Property NOI Increased 2.4% and Average Rents Improved by 4.9% - - Achieved Initial Rental Rate Spreads of

EX99.1 - Q1-03.31.2015- Press Release Rouse Properties Reports First Quarter 2015 Results - Sales for Operating Portfolio Grows to $334 PSF, up 6.1% on Comparable TTM Basis - - Same Property NOI Increased 2.4% and Average Rents Improved by 4.9% - - Achieved Initial Rental Rate Spreads of 12.3% for New and Renewal Leases - - Sold Knollwood Mall for $106.7 Million, Recycled Proceeds into Mt. Shasta

ROUSE PROPERTIES PROMOTES BRIAN HARPER TO CHIEF OPERATING OFFICER

efc15-357ex991.htm Exhibit 99.1 ROUSE PROPERTIES PROMOTES BRIAN HARPER TO CHIEF OPERATING OFFICER NEW YORK (April 22, 2015) ? Rouse Properties, Inc. (NYSE: RSE) (?Rouse? or the ?Company?), a leading owner of regional malls, today announced it has promoted Brian Harper, former Executive Vice President of Leasing & Acquisitions, to Chief Operating Officer. Ben Schall, Rouse?s prior Chief Operating O

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 efc15-357fm8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2015 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35278 90-0750824 (State or other jurisdiction of incorp

Rouse Properties, Inc. Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends*

Exhibit 12.1 Rouse Properties, Inc. Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends* Historical Successor Predecessor Year Ended December 31, November 10 - December 31 January 1 - November 9 2014 2013 2012 2011 2010 (Dollars in thousands) Earnings: Pre-tax loss from continuing operations $ (51,148 ) $ (44,738 ) $ (62,323 ) $ (21,516 ) $ (1,960

Rouse Properties S-3ASR

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 26, 2015 Registration No.

Rouse Properties DEF 14A

DEF 14A 1 proxy2015.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preli

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Name State or Other Jurisdiction of Incorporation or Organization Animas Valley Mall, LLC Delaware Bay Shore GP, LLC Delaware Bay Shore Mall, LP Delaware Birchwood Mall, LLC Delaware Boulevard Mall, LLC Delaware Cache Valley, LLC Delaware Chula Vista Center, LP Delaware Chula Vista GP, LLC Delaware Collin Creek Anchor Acquisition, LLC Delaware

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP ROUSE PROPERTIES, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES

EXHIBIT 10.30 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROUSE PROPERTIES, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFERO

FIRST AMENDMENT TO SECURED CREDIT AGREEMENT

EXHIBIT 10.11 FIRST AMENDMENT TO SECURED CREDIT AGREEMENT This First Amendment to Secured Credit Agreement (the ?Amendment?) is made as of December 29, 2014, by and among Rouse Properties, L.P., a Delaware limited partnership (the ?Borrower?), KeyBank National Association, a national banking association ("KeyBank"), and the several banks, financial institutions and other entities from time to time

LIMITED LIABILITY COMPANY AGREEMENT TUP 430 PARENT, LLC a Delaware limited liability company

EXECUTION VERSION EXHIBIT 10.33 LIMITED LIABILITY COMPANY AGREEMENT OF TUP 430 PARENT, LLC a Delaware limited liability company ACTIVE 203377426v.6 TABLE OF CONTENTS Page I. ORGANIZATIONAL MATTERS 2 1.1 Formation of Company 2 1.2 Name 2 1.3 Purpose of the Company; Business 2 1.4 Fictitious Business Name Statements; Other Certificates 2 1.5 Principal Place of Business, Office and Agent 3 1.6 Term 3

LIMITED LIABILITY COMPANY AGREEMENT TUP 130 PARENT, LLC a Delaware limited liability company TABLE OF CONTENTS

EXHIBIT 10.31 LIMITED LIABILITY COMPANY AGREEMENT OF TUP 130 PARENT, LLC a Delaware limited liability company TABLE OF CONTENTS Page I. ORGANIZATIONAL MATTERS 2 1.1 Formation of Company 2 1.2 Name 2 1.3 Purpose of the Company; Business 2 1.4 Fictitious Business Name Statements; Other Certificates 2 1.5 Principal Place of Business, Office and Agent 3 1.6 Term 3 1.7 Effective Date 3 1.8 Representati

AMENDMENT REGARDING INCREASE

EXHBIT 10.10 AMENDMENT REGARDING INCREASE This Amendment to the Secured Credit Agreement (the ?Agreement?) is made as of March 3, 2014, by and among ROUSE PROPERTIES, L.P. (the ?Borrower?), KEYBANK NATIONAL ASSOCIATION, as ?Administrative Agent,? and one or more existing or new ?Lenders? shown on the signature pages hereof. R E C I T A L S A. Borrower, Administrative Agent and certain other Lender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2014 or o Transition report pursuant to Se

10-K 1 q4-12311410xk.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2014 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION

LIMITED LIABILITY COMPANY AGREEMENT TUP 330 COMPANY, LLC a Delaware limited liability company

EXECUTION VERSION EXHIBIT 10.32 LIMITED LIABILITY COMPANY AGREEMENT OF TUP 330 COMPANY, LLC a Delaware limited liability company ACTIVE 203377524v.3 TABLE OF CONTENTS Page I. ORGANIZATIONAL MATTERS 2 1.1 Formation of Company 2 1.2 Name 2 1.3 Purpose of the Company; Business 2 1.4 Fictitious Business Name Statements; Other Certificates 2 1.5 Principal Place of Business, Office and Agent 3 1.6 Term

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 2, 2015 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Rouse Properties Reports Fourth Quarter And Full Year 2014 Results - Full Year Core FFO Per Share Increased by 6.5% to $1.64 - - Same Property Core NOI Increased 4.6% Compared to Fourth Quarter 2013 - - Initial Spreads for New and Renewal Leases Incr

Rouse Properties Reports Fourth Quarter And Full Year 2014 Results - Full Year Core FFO Per Share Increased by 6.

Page Company Information 3 Financial Overview Consolidated Balance Sheets 5 Consolidated and Combined Statements of Operations and Comprehensive Loss 6 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Periods Ended 7

Supplemental Information for the Quarter Ended December 31, 2014 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio at the end of the quarter consisted of 36 geographically diverse enclosed malls, encompassing over 25.

RSE / Rouse Properties, Inc. / BANK OF MONTREAL /CAN/ - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rouse Properties, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 779287101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

POWER OF ATTORNEY For executing Schedules 13G and 13D, 13G/D Joint Filing Agreement and Form 13F

EX-2 Exhibit 2 POWER OF ATTORNEY For executing Schedules 13G and 13D, 13G/D Joint Filing Agreement and Form 13F Each of the undersigned entities represents that the individuals signing on behalf of the entity is duly authorized to do so and hereby constitutes and appoints Blair Morrison, Senior Vice-President, Deputy General Counsel, and Chief Compliance Officer of Bank of Montreal, Barbara Muir,

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with rule 13d-1(k) under the Securities Act of 1934, as amended, each of the undersigned entities, as applicable, pursuant to a duly executed power of attorney, hereby agrees to this and any future joint filing of Schedule 13G (including any and all amendments thereto) to be made on their behalf and further agrees to the filing of this Agreement as an Exhibit thereto.

RSE / Rouse Properties, Inc. / FIRST MANHATTAN CO - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* ROUSE PROPERTIES INC. (Name of Issuer) COMMON (Title of Class of Securities) 779287101 (CUSIP Number) Calendar Year 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

RSE / Rouse Properties, Inc. / VANGUARD GROUP INC Passive Investment

rousepropertiesinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Rouse Properties Inc Title of Class of Securities: REIT CUSIP Number: 779287101 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to d

Page Company Information 3 Financial Overview Consolidated Balance Sheets 5 Consolidated Statements of Operations and Comprehensive Loss 6 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 7 Reconciliation

Supplemental Information for the Quarter Ended September 30, 2014 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2014 o Transition report pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2014 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287

Rouse Properties Reports Third Quarter 2014 Results - Core NOI Increased by 24.1% and Core FFO Per Share Increased by 10.8% - - Tenth Consecutive Quarter With Over Half Million Square Feet of Leases Signed - - Initial Rental Rate Spread for New and R

Rouse Properties Reports Third Quarter 2014 Results - Core NOI Increased by 24.1% and Core FFO Per Share Increased by 10.8% - - Tenth Consecutive Quarter With Over Half Million Square Feet of Leases Signed - - Initial Rental Rate Spread for New and Renewal Leases Increased 9.2% - - Acquired 51% Interest in The Mall at Barnes Crossing - - Executed Contract to Sell Knollwood Mall for $106.7 Million

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 3, 2014 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2014 o Transition report pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2014 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287 ROUS

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 4, 2014 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Rouse Properties Reports Second Quarter 2014 Results - Core NOI Increased by 14.7% and FFO Increased by 8.8% Per Share - - Ninth Consecutive Quarter of Over 525,000 Square Feet of Leases Signed - - Initial Rental Rate Spread for New and Renewal Lease

Rouse Properties Reports Second Quarter 2014 Results - Core NOI Increased by 14.7% and FFO Increased by 8.8% Per Share - - Ninth Consecutive Quarter of Over 525,000 Square Feet of Leases Signed - - Initial Rental Rate Spread for New and Renewal Leases Increased 7.7% - - Acquired 1.3 Million Square Foot Bel Air Mall for $131.9 Million - - Increasing Full Year 2014 Guidance Range by $0.02 Per Share

Page Company Information 3 Financial Overview Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Income (Loss) 5 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 6 Recon

Supplemental Information for the Quarter Ended June 30, 2014 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls.

June 30, 2014

ROUSE PROPERTIES 1114 Avenue of the Americas, Suite 2800 New York, NY 10036-7703 T: 212-608-5108 ROUSEPROPERTIES.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2014 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35278 90-0750824 (State or other jurisdiction of incorporation) (Commission File

RSE / Rouse Properties, Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on June 30, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Submission of Matters to a Vote of Security Holders -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 9, 2014 Rouse Properties, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-35278 90-0750824 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

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Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on May 12, 2014 Registration No.

Page Company Information 3 Financial Overview Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Loss 5 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 6 Core NOI Summa

Supplemental Information for the Quarter Ended March 31, 2014 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 5, 2014 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Rouse Properties Reports First Quarter 2014 Results - Executes Contract to Purchase Bel Air Mall for $135.2 Million - - Increasing Full Year 2014 Guidance Range by $0.03 Per Share - - Eighth Consecutive Quarter of Over 525,000 Square Feet of Leases S

Rouse Properties Reports First Quarter 2014 Results - Executes Contract to Purchase Bel Air Mall for $135.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2014 o Transition report pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2014 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287 ROU

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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy S

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DEFA14A 1 rousedefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Pr

RSE / Rouse Properties, Inc. / BROOKFIELD ASSET MANAGEMENT INC. - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Joseph S. Freedman Brookfield Asset Management, Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario M5J 2T

RSE / Rouse Properties, Inc. / Future Fund Board of Guardians - AMENDMENT NO. 4 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Christopher Mark Wilson Future Fund Board of Guardians Level 43, 120 Collins Street Melbourne VIC 3000, Australia Telephone: + 61 (03

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2014 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35278 90-0750824 (State or other jurisdiction of incorporation) (Commission

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Name State or Other Jurisdiction of Incorporation or Organization Animas Valley Mall, LLC Delaware Bay Shore GP, LLC Delaware Bay Shore Mall, LP Delaware Birchwood Mall, LLC Delaware Boulevard Mall, LLC Delaware Cache Valley, LLC Delaware Chula Vista Center, LP Delaware Chula Vista GP, LLC Delaware Collin Creek Anchor Acquisition, LLC Delaware

ROUSE PROPERTIES 1114 Avenue of the Americas, Suite 2800 New York, NY 10036-7703 T: 212 508.5108 F: 212.608.1916 ROUSEPROPERTIES.COM NYSE RSE

EX-10.1 2 efc14-300ex101.htm Exhibit 10.1 ROUSE PROPERTIES 1114 Avenue of the Americas, Suite 2800 New York, NY 10036-7703 T: 212 508.5108 F: 212.608.1916 ROUSEPROPERTIES.COM NYSE RSE Mr. Brian Harper February 27, 2014 Dear Brian: I am pleased to memorialize the terms of our understanding regarding severance payment in the event your employment as Executive Vice President of Leasing at Rouse Prope

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS by and between WESTCOR REALTY LIMITED PARTNERSHIP, THE MACERICH PARTNERSHIP, L.P., and MACERICH SCG LIMITED PARTNERSHIP, on the one hand (collectively, “Seller”) RPI ACQUISITION, LLC, on the o

EXHIBIT 10.24 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS by and between WESTCOR REALTY LIMITED PARTNERSHIP, THE MACERICH PARTNERSHIP, L.P., and MACERICH SCG LIMITED PARTNERSHIP, on the one hand (collectively, “Seller”) and RPI ACQUISITION, LLC, on the other (“Buyer”) Chesterfield Towne Center (Richmond, VA) The Centre at Salisbury (Salisbury, MD) October 18, 2013 TABLE OF CONTENTS P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2013 o Transition report pursuant to Secti

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2013 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287 ROUSE PR

1

1114 Avenue of the Americas, Suite 2800 New York, NY 10036-7703 ROUSE T: 212-608-5108 F: 212-575-1386 PROPERTIES ROUSEPROPERTIES.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 5, 2014 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Page Company Information 3 Financial Overview Consolidated Balance Sheets 4 Consolidated and Combined Statements of Operations and Comprehensive Loss 5 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 6 R

Supplemental Information for the Quarter Ended December 31, 2013 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio at the end of the quarter consisted of 34 geographically diverse enclosed malls, encompassing over 23.

Rouse Properties Reports Fourth Quarter 2013 Results - Core FFO Per Share Increased By 22.2% Year Over Year - - Same Property Core NOI Increased 7.3% over the Same Quarter Prior Year - - Signed 621,000 Square Feet of Leases in Fourth Quarter, 2.3 Mil

Rouse Properties Reports Fourth Quarter 2013 Results - Core FFO Per Share Increased By 22.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 11, 2013 Date of Report (Date of earliest event reported): Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35278 90-0750824 (State or other jurisdiction of incorporation) (Commissio

RSE / Rouse Properties, Inc. / VANGUARD GROUP INC Passive Investment

rousepropertiesinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Rouse Properties Inc Title of Class of Securities: REIT CUSIP Number: 779287101 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to d

RSE / Rouse Properties, Inc. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Joseph S. Freedman Brookfield Asset Management, Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario M5J 2T

ROUSE PROPERTIES, INC. (a Delaware corporation) 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENT

EX-1.1 2 a14-33351ex1d1.htm EX-1.1 Exhibit 1.1 Execution Version ROUSE PROPERTIES, INC. (a Delaware corporation) 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 7, 2014 ROUSE PROPERTIES, INC. (a Delaware corporation) 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENT January 7, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. RBC Capital Mar

Financial Statements and Exhibits, Other Events

8-K 1 a14-333518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2014 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35278

RSE / Rouse Properties, Inc. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment

SC 13D/A 1 v364897sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Joseph S. Freedman Brookfield Asset Management, Inc. Brookfield Place, Suite 300 181 Bay Street

7,000,000 Shares Common Stock

Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(5) Registration No.

Subject to Completion, Preliminary Prospectus Supplement dated January 6, 2014

Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(5) Registration No.

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2013 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35278 90-0750824 (State or other jurisdiction of incorporation) (Commission

Explanation of Responses:

EX-99.1 2 v361953ex99-1.htm EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses: (1) Common Stock held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company (“BPY”). BPY is an indirect subsidiary of the Reporting Person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock directly held by BPY is reported herein. (2) The Reporti

Exhibit 99.2 - Joint Filer Information and Signature

EX-99.2 3 v361953ex99-2.htm JOINT FILER INFORMATION AND SIGNATURE Exhibit 99.2 - Joint Filer Information and Signature Joint Filers: 1. Name: Brookfield Property Partners L.P. Address: 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda Brookfield Property Partners L.P. By: /s/ Jane Sheere Date: December 2, 2013 Name: Jane Sheere Title: Secretary of Brookfield Property Partners Limited, General Pa

Explanation of Responses:

Exhibit 99.1 Explanation of Responses: (1) Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company (“BRH”). (2) Common Stock held directly by Brookfield Retail Holdings II Sub II LLC, a Delaware limited liability company (“BRH II”). (3) Common Stock held directly by Brookfield Retail Holdings III Sub II LLC, a Delaware limited liability company (“BRH

Exhibit 99.2 - Joint Filer Information and Signature

Exhibit 99.2 - Joint Filer Information and Signature Joint Filers: 1. Name: Brookfield US Corporation Address: 4 Brookfield Place, 250 Vesey Street, New York, NY 10281-1021 Brookfield US Corporation By: /s/ Aleks Novakovic Date: November 27, 2013 Name: Aleks Novakovic Title: Director

Exhibit 99.2 - Joint Filer Information and Signature

EX-99.2 3 v361576ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 - Joint Filer Information and Signature Joint Filers: 1. Name: Brookfield Property Partners L.P. Address: 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda Brookfield Property Partners L.P. By: /s/ Jane Sheere Date: November 27, 2013 Name: Jane Sheere Title: Secretary of Brookfield Property Partners Limited, General Partner of Brookfield Prop

Explanation of Responses:

EX-99.1 2 v361576ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Explanation of Responses: (1) Common Stock held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company (“BPY”). BPY is an indirect subsidiary of the Reporting Person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock directly held by BPY is reported herein. (2) The Reporting Person di

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2013 Rouse Properties, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Number) 90

SECURED CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2013 ROUSE PROPERTIES, L.P., AS BORROWER KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. THE ROYAL BANK OF CANADA, AS CO-SYNDICATION AGENTS KEYBANC CAPITAL MARKETS INC., ME

Exhibit 10.1 SECURED CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2013 AMONG ROUSE PROPERTIES, L.P., AS BORROWER KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. AND THE ROYAL BANK OF CANADA, AS CO-SYNDICATION AGENTS KEYBANC CAPITAL MARKETS INC., MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, AND RBC CAPITAL MARKETS*, AS JOINT LEAD ARRANGERS AND U.S. BANK NATIONAL ASSOC

RSE / Rouse Properties, Inc. / Future Fund Board of Guardians - AMENDMENT NO. 3 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Christopher Mark Wilson Future Fund Board of Guardians Level 43, 120 Collins Street Melbourne VIC 3000, Australia Telephone: + 61 (03

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BROOKFIELD RETAIL HOLDINGS II SUB II LLC A DELAWARE LIMITED LIABILITY COMPANY

Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROOKFIELD RETAIL HOLDINGS II SUB II LLC A DELAWARE LIMITED LIABILITY COMPANY THE LIMITED LIABILITY COMPANY INTERESTS (“INTERESTS”) IN BROOKFIELD RETAIL HOLDINGS II SUB II LLC HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE.

JOINT FILING AGREEMENT

Exhibit 22 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is entered into as of November 5, 2013, by and among the parties hereto.

RSE / Rouse Properties, Inc. / CHINA INVESTMENT CORP Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Cai Zhiwei China Investment Corporation, Stable Investment Corporation, Best Investment Corporation New Poly Plaza No.1 Chaoyangmen B

RSE / Rouse Properties, Inc. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Joseph S. Freedman Brookfield Asset Management, Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario M5J 2T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 o Transition report pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287

Rouse Properties Reports Third Quarter 2013 Results - Signed 530,000 Square Feet of Leases - - Occupancy Grows By 300 Basis Points Year Over Year - - Leased Percentage Increases by 140 Basis Points Year Over Year to 90.7% - - Third Quarter Core FFO P

Rouse Properties Reports Third Quarter 2013 Results - Signed 530,000 Square Feet of Leases - - Occupancy Grows By 300 Basis Points Year Over Year - - Leased Percentage Increases by 140 Basis Points Year Over Year to 90.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 4, 2013 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Page Company Information 3 Financial Overview Consolidated Balance Sheets 4 Consolidated and Combined Statements of Operations and Comprehensive Loss 5 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended 6 R

EX-99.2 3 ex992-q3x09302013xsuppleme.htm EX-99.2 - Q3 2013 SUPPLEMENTAL Supplemental Information for the Quarter Ended September 30, 2013 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio at the end of the quarter consisted of 32 geographically d

Entry into a Material Definitive Agreement -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2013 Rouse Properties, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Number) 90-

JOINT FILING AGREEMENT

Exhibit 20 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is entered into as of August 9, 2013, by and among the parties hereto.

RSE / Rouse Properties, Inc. / Brookfield Retail Holdings VII LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Joseph S. Freedman Brookfield Asset Management, Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario M5J 2T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 o Transition report pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287 ROUS

Page Company Information 3 Financial Overview Consolidated Balance Sheets 4 Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) 5 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Period

Supplemental Information for the Quarter Ended June 30, 2013 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio at the end of the quarter consisted of 31 geographically diverse enclosed malls, encompassing over 21 million square feet in 19 states.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 5, 2013 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Rouse Properties Reports Second Quarter 2013 Results - Signed 610,000 Square Feet of Leases - - Portfolio's Leased Percentage Grows By 150 Basis Points Year Over Year to 89.9%- - Initial Lease Spreads Increased 8.5% - - Core FFO Per Share Increased B

Rouse Properties Reports Second Quarter 2013 Results - Signed 610,000 Square Feet of Leases - - Portfolio's Leased Percentage Grows By 150 Basis Points Year Over Year to 89.

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ROUSE PROPERTIES, INC. 1114 AVENUE OF THE AMERICAS, SUITE 2800 NEW YORK, NEW YORK 10036 July 24, 2013 Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Attention: Sandra B. Hunter Duc Dang Re: Rouse Properties, Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-189238) Ladies and Gentlemen: Pursuant to Rule 461 under the

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S-3/A 1 a13-168011s3a.htm S-3/A As filed with the Securities and Exchange Commission on July 22, 2013 Registration No. 333-189238 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdictio

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June 25, 2013 Via EDGAR Ms. Cicely LaMothe Senior Assistant Chief Accountant Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 Re: Rouse Properties, Inc. Form 10-K Filed March 7, 2013 File No. 001-35287 Form 10-Q Filed May 7, 2013 File No. 001-35287 Dear Ms. LaMothe, I am writing on behalf of Rouse Properties, Inc. (the “Company”, “we”, or

- S-3

Table of Contents As filed with the Securities and Exchange Commission on June 11, 2013 Registration No.

Financial Statements and Exhibits - 8-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 11, 2013 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Rouse Properties, Inc. Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends*

Exhibit 12.1 Rouse Properties, Inc. Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends* Historical Successor Predecessor Three Months Ended March 31, 2013 Three Months Ended March 31, 2012 Year Ended December 31, 2012 Year Ended December 31, 2011 Period From November 10, 2010 through December 31, 2010 Period From January 1, 2010 through November 9

Rouse Properties, Inc. Management Incentive Plan I. Purposes

Exhibit 10.1 Rouse Properties, Inc. Management Incentive Plan I. Purposes The purposes of the Rouse Properties, Inc. Management Incentive Plan (the “Plan”) are to retain and motivate the officers of Rouse Properties, Inc. (the “Company”) and its subsidiaries who have been designated by the Committee, as herein defined, to participate in the Plan for a specified Performance Period by providing them

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2013 Rouse Properties, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Number) 90-07508

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2013 o Transition report pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2013 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287 ROU

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ROUSE PROPERTIES, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROUSE PROPERTIES, INC. Rouse Properties, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: That the name of this corporation is Rouse Properties, Inc. (the “Corporation”). The Amended and Restated

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 2, 2013 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Rouse Properties Reports First Quarter 2013 Results - Signed Over 529,000 Square Feet of Leases - - Percentage Leased Grows By 170 Basis Points Year Over Year to 89.2%- - Same Suite Initial Leasing Spreads Increased 12.7% - - Core FFO Increased By 22

EX-99.1 2 ex991-q1x03312013xpressrel.htm EX-99.1 - Q1 PRESS RELEASE Rouse Properties Reports First Quarter 2013 Results - Signed Over 529,000 Square Feet of Leases - - Percentage Leased Grows By 170 Basis Points Year Over Year to 89.2%- - Same Suite Initial Leasing Spreads Increased 12.7% - - Core FFO Increased By 22% Year Over Year - New York, NY, May 2, 2013 - Rouse Properties, Inc. (the "Compan

Page Company Information 3 Financial Overview Consolidated and Combined Balance Sheets 4 Consolidated and Combined Statements of Operations and Comprehensive Loss 5 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Per

EX-99.2 3 ex992-q1x03312013xsuppleme.htm EX-99.2 - Q1 2013 SUPPLEMENTAL Supplemental Information for the Quarter Ended March 31, 2013 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio consists of 32 geographically diverse enclosed malls, encompas

MEMBERSHIP INTEREST PURCHASE AGREEMENT

EXHIBIT 16 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of April 12, 2013, is entered into by and between Brookfield Asset Management Inc.

MEMBERSHIP INTEREST PURCHASE AGREEMENT

EX-99.18 4 v341241ex18.htm EXHIBIT 18 EXHIBIT 18 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of April 12, 2013, is entered into by and between Brookfield Asset Management Inc., an Ontario corporation (“Purchaser”), The Townsend Consortium Geneva Investment, LLC, a Delaware limited liability company (the “Seller”) and, for purposes

RSE / Rouse Properties, Inc. / Brookfield Retail Holdings VII LLC - AMENDMENT SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Joseph S. Freedman Brookfield Asset Management, Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario M5J 2T

JOINT FILING AGREEMENT

EX-99.19 5 v341241ex19.htm EXHIBIT 19 Exhibit 19 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is entered into as of April 16, 2013, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Rouse Properties, Inc., a Delaware corporation, and any amendment thereafter sig

MEMBERSHIP INTEREST PURCHASE AGREEMENT

EXHIBIT 17 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of April 12, 2013, is entered into by and between Brookfield Asset Management Inc.

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy S

- PRE 14A

PRE 14A 1 a13-68831pre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the

February 17, 2012

Exhibit 10.21 ROUSE NYSE: RSE 1114 Avenue of the Americas, Suite 2800 New York. NY 10036-7703 T: 212.608.5108 R: 212.123.4567 February 17, 2012 Mr. Benjamin Schall XXX Dear Ben: Rouse Properties, Inc. is pleased to extend to you an offer of employment for the position of Chief Operating Officer, reporting to Andrew Silberfein, President and Chief Executive Officer. Your position will be located in

Page Company Information 3 Financial Overview Consolidated and Combined Balance Sheets 4 Consolidated and Combined Statements of Operations and Comprehensive Loss 5 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Per

Supplemental Information for the Quarter Ended December 31, 2012 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio consists of 32 geographically diverse enclosed malls, encompassing over 22 million square feet in 20 states.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Use these links to rapidly review the document TABLE OF CONTENTS Index to Financial Statements and Schedules Rouse Properties Inc.

Rouse Properties Reports Fourth Quarter and Full Year 2012 Results - Exceeded Core 2012 FFO Guidance by $0.03 Per Share to $1.26 Per Share - - Signed Over 655,000 Square Feet of Leases In Fourth Quarter, 2.1 Million in 2012 - - Leased Percentage Impr

Rouse Properties Reports Fourth Quarter and Full Year 2012 Results - Exceeded Core 2012 FFO Guidance by $0.

SUBSIDIARIES OF THE REGISTRANT

QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Name State or Other Jurisdiction of Incorporation or Organization Animas Valley Mall, LLC Delaware Bay Shore GP, LLC Delaware Bay Shore Mall, LP Delaware Birchwood Mall, LLC Delaware Boulevard Anchor Acquisition, LLC Delaware Boulevard Mall, LLC Delaware Cache Valley, LLC Delawa

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 7, 2013 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 22, 2013 by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2013 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Numbe

THIRD AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 efc13-97ex101.htm Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 22, 2013 by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2013 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Number)

RSE / Rouse Properties, Inc. / Brookfield Retail Holdings LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Joseph S. Freedman Brookfield Asset Management, Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario M5J 2T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2012 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35278 90-0750824 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2012 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287

Page Company Information 3 Financial Overview Consolidated and Combined Balance Sheets 4 Consolidated and Combined Statements of Operations and Comprehensive Loss 5 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Per

Supplemental Information for the Quarter Ended September 30, 2012 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio consists of 31 geographically diverse enclosed malls, encompassing approximately 22 million square feet in 19 states.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 5, 2012 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Rouse Properties Reports Third Quarter 2012 Results - Signed Over 698,000 Square Feet of Leases - - Leased Percentage Improves 90 Basis Points to 89.3% - - Same Suite Leasing Spreads Increase 17% - - Tenant Sales Per Square Foot Up by 5.5% -

Rouse Properties Reports Third Quarter 2012 Results - Signed Over 698,000 Square Feet of Leases - - Leased Percentage Improves 90 Basis Points to 89.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2012 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Numbe

SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 28, 2012 by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”). WHEREAS, th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2012 Rouse Properties, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Numbe

Rouse Properties Appoints John A. Wain Chief Financial Officer

Exhibit 99.1 Rouse Properties Appoints John A. Wain Chief Financial Officer – Promotes Timothy Salvemini To Chief Accounting Officer – NEW YORK, Sept. 25, 2012 - Rouse Properties, Inc. (NYSE: RSE) today announced that John A. Wain has been named Chief Financial Officer and that Timothy Salvemini has been promoted to Chief Accounting Officer. Mr. Wain was formerly a Managing Director and the Head o

ROUSE PROPERTIES NYSE: RSE 1114 Avenue of the Americas, Suite 2800 New York, NY 10036-7703 T: 212.608.5108 F: 212.123.4567

Exhibit 10.1 ROUSE PROPERTIES NYSE: RSE 1114 Avenue of the Americas, Suite 2800 New York, NY 10036-7703 T: 212.608.5108 F: 212.123.4567 September 20, 2012 Mr. John A. Wain 30 Maynard Court Ridgewood, New Jersey 07450 [email protected] Dear John: Rouse Properties, Inc. is pleased to extend to you an offer of employment for the position of Chief Financial Officer, reporting to Andrew Silberfein, Pres

Rouse Properties Reports Second Quarter 2012 Results - Signed 551,000 Square Feet of Leases - - Tenant Sales Per Square Foot Rise 5% - - Leased Percentage Improves 90 Basis Points - - Same Suite Leasing Spreads Increase 6.1% -

Rouse Properties Reports Second Quarter 2012 Results - Signed 551,000 Square Feet of Leases - - Tenant Sales Per Square Foot Rise 5% - - Leased Percentage Improves 90 Basis Points - - Same Suite Leasing Spreads Increase 6.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 13, 2012 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2012 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287 ROUS

Page Company Information 3 Financial Overview Consolidated and Combined Balance Sheets 4 Consolidated and Combined Statements of Operations and Comprehensive Loss 5 Financial Schedules Reconciliation of Core NOI and Core FFO - For the Three Month Per

Supplemental Information for the Quarter Ended June 30, 2012 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio consists of 31 geographically diverse enclosed malls, encompassing approximately 22 million square feet in 19 states.

Supplemental Information for the Quarter Ended March 31, 2012

Exhibit 99.2 Supplemental Information for the Quarter Ended March 31, 2012 Q1 2012 Supplemental Package 1 Basis of Presentation Background Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio consists of 31 geographically diverse enclosed malls, encompassing approximately 22 millio

Rouse Properties Reports First Quarter 2012 Results - Signed Leases for 230,000 Square Feet, Increase of 50% Over 2011 - - Mall Sales Rise by 4.7% - - Acquired Grand Traverse Mall for $62.0 million — Subsequent to Quarter End - Declared Dividend of $

EX-99.1 2 a12-122831ex99d1.htm EX-99.1 Exhibit 99.1 Rouse Properties Reports First Quarter 2012 Results - Signed Leases for 230,000 Square Feet, Increase of 50% Over 2011 - - Mall Sales Rise by 4.7% - - Acquired Grand Traverse Mall for $62.0 million — Subsequent to Quarter End - Declared Dividend of $0.07 Per Share — - Refinanced the Pierre Bossier Mall for $48.5 Million — New York, NY, May 15, 20

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 15, 2012 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2012 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 001-35287 ROU

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Name State or Other Jurisdiction of Incorporation or Organization Animas Valley Mall, LLC Delaware Bay Shore GP, LLC Delaware Bay Shore Mall, LP Delaware Birchwood Mall, LLC Delaware Boulevard Anchor Acquisition, LLC Delaware Boulevard Mall, LLC Delaware Cache Valley, LLC Delaware Chula Vista Center, LP (f/k/a Chula Vista Center, LLC) Delaware

Changes in Control of Registrant, Unregistered Sales of Equity Securities, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 26, 2012 Date of Report (Date of earliest event reported) Rouse Properties, Inc.

Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.10 Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the Rouse Properties, Inc. 2012 Equity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Use these links to rapidly review the document TABLE OF CONTENTS Index to Combined Financial Statements and Combined Financial Statement Schedule Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.13 Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of March 12, 2012 (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and Andrew Silberfein (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the Rouse Prop

Rouse Properties, Inc. 2012 Equity Incentive Plan

Exhibit 10.8 Rouse Properties, Inc. 2012 Equity Incentive Plan TABLE OF CONTENTS Page ARTICLE 1. ESTABLISHMENT & PURPOSE 1 1.1 Establishment 1 1.2 Purpose of the Plan 1 ARTICLE 2. DEFINITIONS 1 ARTICLE 3. ADMINISTRATION 4 3.1 Authority of the Committee 4 3.2 Delegation 5 ARTICLE 4. ELIGIBILITY AND PARTICIPATION 5 4.1 Eligibility 5 4.2 Type of Awards 5 ARTICLE 5. SHARES SUBJECT TO THE PLAN AND MAXI

ROUSE PROPERTIES, INC. REGISTRATION RIGHTS AGREEMENT

Exhibit 4.1 EXECUTION VERSION ROUSE PROPERTIES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 2012 (this “Agreement”), by and among the entities listed on Schedule I hereto, as may be amended or updated from time to time in the sole discretion of the Standby Purchaser (collectively, the “Brookfield Holders”) and Rouse Properties, Inc., a Delaware corp

Rouse Properties, Inc. 2012 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

Exhibit 10.9 Rouse Properties, Inc. 2012 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the Rouse Properties,

Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.14 Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of March 12, 2012 (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and Benjamin Schall (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the Rouse Proper

Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.11 Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the Rouse Properties, Inc. 2012 Equity

Rouse Properties, Inc. 2012 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

Exhibit 10.12 Rouse Properties, Inc. 2012 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of March 12, 2012 (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and Andrew Silberfein (the “Participant”). R E C I T A L S: WHEREAS, the Company has adop

RSE / Rouse Properties, Inc. / Future Fund Board of Guardians - SCHEDULE 13D, AMENDMENT 2 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Christopher Wilson Future Fund Board of Guardians Level 43, 120 Collin Street Melbourne VIC 3000, Australia Telephone: +61 (03) 8656

RSE / Rouse Properties, Inc. / CHINA INVESTMENT CORP Activist Investment

SC 13D/A 1 lp13da2-rousechinainv.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Cai Zhiwei China Investment Corporation, Stable Investment Corporation, Best Investment Corporat

Explanation of Responses:

Exhibit 99.1 Explanation of Responses: (1) On March 16, 2012, pursuant to a Standby Purchase Agreement, Brookfield Retail Holdings R 2 Inc. (“Holdco 2”) became obligated to acquire 6,354,012 shares of common stock of the issuer at a price of $15.00 a share. (2) On March 16, 2012, in connection with the expiration of a rights offering by the issuer, Holdco 2 became obligated to acquire 3,174,980 sh

Exhibit 99.3 - Joint Filers’ Signatures

Designated Filer: Brookfield Asset Management Inc. Issuer & Ticker Symbol: Rouse Properties, Inc. Date of Event Requiring Statement: March 16, 2012 Exhibit 99.3 - Joint Filers’ Signatures Partners Limited By: /s/ Loretta Corso Date: March 23, 2012 Name: Loretta Corso Title: Secretary Brookfield Holdings Canada Inc. By: /s/ Joe Freedman Name: Joe Freedman Title: Vice President By: /s/ Aleks Novakov

Exhibit 99.2 - Joint Filer Information

Designated Filer: Brookfield Asset Management Inc. Issuer & Ticker Symbol: Rouse Properties, Inc. Date of Event Requiring Statement: March 16, 2012 Exhibit 99.2 - Joint Filer Information Joint Filers: 1. Name: Partners Limited Address: 181 Bay Street, P.O. Box 762, Toronto, Canada M5J 2T3 2. Name: Brookfield Holdings Canada Inc. (formerly Trilon Bancorp Inc.) Address: 181 Bay Street, P.O. Box 762,

RSE / Rouse Properties, Inc. / Brookfield Retail Holdings LLC - AMENDED HOLDINGS REPORT Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Joseph S. Freedman Brookfield Asset Management, Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario M5J 2T

Exhibit 99.2 - Joint Filer Information

Designated Filer: Brookfield Asset Management Inc. Issuer & Ticker Symbol: Rouse Properties, Inc. Date of Event Requiring Statement: March 8, 2012 Exhibit 99.2 - Joint Filer Information Joint Filers: 1. Name: Partners Limited Address: 181 Bay Street, P.O. Box 762, Toronto, Canada M5J 2T3 2. Name: Brookfield Holdings Canada Inc. (formerly Trilon Bancorp Inc.) Address: 181 Bay Street, P.O. Box 762,

Explanation of Responses:

Exhibit 99.1 Explanation of Responses: (1) Change only in form of indirect pecuniary interest. On March 8, 2012, Brookfield Retail Holdings LLC, a Delaware limited liability company (“BRH”), an investment vehicle through which the Reporting Persons may be deemed to beneficially own shares of Common Stock of the Issuer (the “Shares”), contributed 2,946,661 Shares directly beneficially owned by BRH

Exhibit 99.3 - Joint Filers’ Signatures

Designated Filer: Brookfield Asset Management Inc. Issuer & Ticker Symbol: Rouse Properties, Inc. Date of Event Requiring Statement: March 8, 2012 Exhibit 99.3 - Joint Filers’ Signatures Partners Limited By: /s/ Loretta Corso Date: March 15, 2012 Name: Loretta Corso Title: Secretary Brookfield Holdings Canada Inc. By: /s/ Joe Freedman Name: Joe Freedman Title: Vice President By: /s/ Aleks Novakovi

RSE / Rouse Properties, Inc. / Future Fund Board of Guardians - SCHEDULE 13D, AMENDMENT 1 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Christopher Wilson Future Fund Board of Guardians Level 43, 120 Collin Street Melbourne VIC 300, Australia Telephone: +61 (03) 8656 6

RSE / Rouse Properties, Inc. / CHINA INVESTMENT CORP Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Rouse Properties, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 779287101 (CUSIP Number) Cai Zhiwei China Investment Corporation, Stable Investment Corporation, Best Investment Corporation New Poly Plaza No.1 Chaoyangmen B