Pershing Square Capital Management, L.P. - 16 Aug 2023 Form 4 Insider Report for Howard Hughes Corp

Reporting relationship: Director, 10%+ Owner
Issuer ticker: N/A
Reported as of: 16 Aug 2023
Net transaction value: +$1,224,038
SEC form: 4
Accepted by SEC: 18 Aug 2023, 17:56:13 UTC
Prior SEC filing: 27 Jun 2023
Next SEC filing: 23 Aug 2023
Source filing: View source filing
Reporting owner signature: Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member

Key filing fact

Pershing Square Capital Management, L.P. filed Form 4 for Howard Hughes Corp on 18 Aug 2023.

Key facts

This page summarizes Pershing Square Capital Management, L.P.'s Form 4 filing for Howard Hughes Corp.
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 18 Aug 2023, 17:56.

Change

Previous filing in this sequence was filed on 27 Jun 2023.
Current net transaction value: +$1,224,038.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

HHC transaction

Common stock, par value $0.01 per share

Purchase

Transaction value: $67,389
Shares: +899
Change %: +0.01%
Price: $74.96
Shares after: 16,571,127
Date: 16 Aug 2023
Ownership: See footnotes
Footnotes: F1, F2, F3, F4, F5

HHC transaction

Common stock, par value $0.01 per share

Purchase

Transaction value: $1,066,805
Shares: +14,264
Change %: +0.09%
Price: $74.79
Shares after: 16,585,391
Date: 17 Aug 2023
Ownership: See footnotes
Footnotes: F1, F2, F3, F4, F5

HHC transaction

Common stock, par value $0.01 per share

Purchase

Transaction value: $89,844
Shares: +1,200
Change %: +0.01%
Price: $74.87
Shares after: 16,586,591
Date: 18 Aug 2023
Ownership: See footnotes
Footnotes: F1, F2, F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 5 footnotes

Footnote 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").

Footnote 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").

Footnote 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.

Footnote F4

This Form 4 is being filed as a result of purchases in compliance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934 (the "Plan"). Purchases are conducted and allocated among the Pershing Square Funds as further detailed in the Plan set out in the Schedule 13D/A of the Reporting Persons dated December 5, 2022 as filed December 7, 2022.

Footnote 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.