Pershing Square Capital Management, L.P. - Dec 7, 2023 Form 4 Insider Report for Howard Hughes Holdings Inc. (HHH)

Signature
Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member
Stock symbol
HHH
Transactions as of
Dec 7, 2023
Transactions value $
$750,513
Form type
4
Date filed
12/11/2023, 04:01 PM
Previous filing
Dec 6, 2023
Next filing
Jul 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HHH Common stock, par value $0.01 per share Purchase $725K +9.69K +0.05% $74.86 18.9M Dec 7, 2023 See footnotes F1, F2, F3, F4, F5
transaction HHH Common stock, par value $0.01 per share Purchase $17.9K +239 +0% $74.99 18.9M Dec 8, 2023 See footnotes F1, F2, F3, F4, F5
transaction HHH Common stock, par value $0.01 per share Purchase $7.5K +100 +0% $74.96 18.9M Dec 11, 2023 See footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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 defined below) as further detailed in the Plan set out in the Schedule 13D/A of the Reporting Persons (as defined below) dated December 5, 2022 as filed December 7, 2022.
F2 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").
F3 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").
F4 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.
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.