Form SC 13D/A General Growth Propertie Filed by: Future Fund Board of Guardians

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 5)

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General Growth Properties, Inc.

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

370023103

(CUSIP Number)

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Christopher Mark Wilson

Future Fund Board of Guardians

Level 43, 120 Collins Street

Melbourne VIC 3000, Australia

Telephone: + 61 (03) 8656 6400

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Gregory B. Astrachan, Esq.

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

(212) 728−8000

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August 19, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 5”) amends the Schedule 13D filed on November 19, 2010 (the “Original Schedule 13D”), as amended on May 12, 2011 (“Amendment No. 1”), November 5, 2013 (“Amendment No. 2”), February 6, 2015 (“Amendment No. 3”) and March 16, 2016 (“Amendment No. 4”) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5 are collectively referred to herein as the “Schedule 13D”).  This Amendment No. 5 relates to the common stock, par value $0.01 per share (“Common Stock”), of General Growth Properties, Inc., a Delaware corporation (the “Company”).

Item 5.  Interest in Securities of the Issuer

Item 5(a)-(c) and (e) of the Schedule 13D is hereby amended in its entirety as follows:

(a)-(b) All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the 884,737,667 shares of Common Stock reported by the Company as outstanding, as of August 2, 2016, in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016, plus such number of shares of Common Stock issuable upon exercise of the Warrants included in any such beneficial ownership calculation.

As of the close of business on August 19, 2016, the Reporting Person has sole voting and investment power with respect to (i) 11,550,291 shares of Common Stock and (ii) 10,150,991 shares of Common Stock issuable upon the exercise of Warrants owned thereby, representing 2.4% of the outstanding shares of Common Stock.

(c) Item 4 of this Amendment No. 5 is incorporated by reference.

(e) As a result of the transactions described in Item 4 of this Schedule 13D, as of August 19, 2016, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, as it no longer may be deemed to be a member of a “group” with the Investment Vehicles and Brookfield Asset Management Inc. and certain of its subsidiaries (collectively, the “Other Filers”) or share beneficial ownership of any shares of Common Stock and Warrants beneficially owned by such Other Filers.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.