Pershing Square Capital Management, L.P. - Dec 5, 2022 Form 4 Insider Report for Howard Hughes Corp (HHC)

Role: Director, 10%+ Owner
Signature: Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member
Stock symbol: HHC
Transactions as of: Dec 5, 2022
Transactions value $: $49,454,688
Form type: 4
Date filed: 12/7/2022, 04:13 PM
Previous filing: Nov 30, 2022
Next filing: Dec 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HHC	Common stock, par value $0.01 per share	Purchase	$43M	+569K	+3.75%	$75.61	15.7M	Dec 5, 2022	See footnotes	F1, F2, F3, F4, F5
transaction	HHC	Common stock, par value $0.01 per share	Purchase	$3.42M	+47K	+0.3%	$72.82	15.8M	Dec 6, 2022	See footnotes	F1, F2, F3, F4, F5
transaction	HHC	Common stock, par value $0.01 per share	Purchase	$3.03M	+41.4K	+0.26%	$73.15	15.8M	Dec 7, 2022	See footnotes	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
F2	Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS and PS International, the "Pershing Square Funds").
F3	Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Ackman's position as Chief Executive Officer of Pershing Square and managing member of PS Management, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
F4	This Form 4 is being filed as a result of purchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 ("Rule 10b-18"). On December 5, 2022, PSH purchased 568,681 shares of Common Stock in a privately negotiated block transaction, the consideration of which included the purchase price listed herein and a fee waiver from Pershing Square in favor of the block seller (and certain affiliates) for investments in PS and PS International. As of the date of this filing, the block seller's approximate investment in PS and PS International was less than $11,000,000.00. On December 6, 2022 and December 7, 2022, shares were purchased in open market transactions under Rule 10b-18. Further details are set out in the Schedule 13D/A filed the date hereof.
F5	Mr. Ackman, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of Pershing Square, PS Management, the Pershing Square Funds and Pershing Square GP, LLC. As a result, each of those entities are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.