Pershing Square Amends Howard Hughes Holdings Stake (13D/A)

TL;DR

**Pershing Square just updated its stake in Howard Hughes Holdings, watch for potential strategic shifts.**

AI Summary

Pershing Square Capital Management, L.P. filed an Amendment No. 17 to its Schedule 13D for Howard Hughes Holdings Inc. on January 4, 2024. This filing indicates a change in their beneficial ownership or investment intent regarding Howard Hughes Holdings Inc. stock, specifically Common Stock, par value $0.01 per share. For investors, this matters because Pershing Square, a prominent activist investor, has a significant stake and any changes in their position or stated intentions can signal future strategic moves, potentially impacting the stock's valuation or corporate governance.

Why It Matters

This amendment signals an updated position or intent from a major activist investor, which could influence Howard Hughes Holdings Inc.'s strategic direction or stock performance.

Risk Assessment

Risk Level: medium — Changes by a large activist investor can introduce volatility and uncertainty, depending on the nature of their updated position or demands.

Analyst Insight

Investors should monitor subsequent filings from Pershing Square Capital Management, L.P. for specific details on changes in their ownership percentage or stated intentions, as these could signal future corporate actions or activist campaigns that may impact Howard Hughes Holdings Inc.'s stock price.

Key Players & Entities

• Pershing Square Capital Management, L.P. (company) — the filing entity and a major investor in Howard Hughes Holdings Inc.
• Howard Hughes Holdings Inc. (company) — the subject company whose securities are being reported
• Steve Milankov, Esq. (person) — the person authorized to receive notices and communications for Pershing Square Capital Management, L.P.
• $0.01 (dollar_amount) — the par value per share of Howard Hughes Holdings Inc. Common Stock

Forward-Looking Statements

• Pershing Square Capital Management, L.P. will continue to be an active voice in Howard Hughes Holdings Inc.'s strategic decisions. (Pershing Square Capital Management, L.P.) — high confidence, target: 2025-01-04

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• form_13da_hhh_01.04.23.htm (SC 13D/A) — 160KB
• hhh-ex99_18.htm (EX-99.18) — 103KB
• 0000950170-24-001844.txt ( ) — 265KB

of the Original Schedule 13D is hereby amended and supplemented by adding the following information

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares was derived from the respective capital of the Pershing Square Funds set out in Exhibit 99.18. Item 5. Interest in Securities of the Issuer

(c) of the Original Schedule 13D is hereby amended and supplemented by adding the following information

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented by adding the following information: “Exhibits 99.16, 99.17 and 99.18, which are incorporated by reference into this Item 5(c) as if restated in full describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibits 99.16, 99.17 and 99.18 attached hereto (and attached to Amendment No. 15 and No. 16 in the case of Exhibit 99.16 and 99.17, respectively), no reportable transactions were effected by any Reporting Person within the last 60 days.” Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

of the Original Schedule 13D is hereby amended and supplemented by adding the following information

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: “The Pershing Square Funds have previously entered into a Rule 10b5-1 Purchase Plan (the “ Plan ”) to purchase additional shares of Common Stock to bring the Reporting Persons’ beneficial ownership to approximately 39% of the outstanding Common Stock of the Issuer which would be under the 40% threshold for which they have a waiver under Section 203 of the Delaware General Corporation Law from the Board of Directors of the Issuer (as filed as Exhibit 99.12). As of the close of trading on January 4, 2024, by notice to the broker as set out in the Plan, the Pershing Square Funds terminated such Plan and the total Reporting Persons’ beneficial ownership is 37.6%.” Item 7. Material to be Filed as Exhibits

of the Original Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit: Exhibit 99.18 Trading data. SIGNATURE After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 4, 2024 PERSHING SQUARE CAPITAL MANAGEMENT, L.P. By: PS Management GP, LLC, its General Partner By /s/ William A. Ackman William A. Ackman Managing Member PS MANAGEMENT GP, LLC By /s/ William A. Ackman William A. Ackman Managing Member /s/ William A. Ackman William A. Ackman INDEX TO EXHIBITS Exhibit Description Exhibit 99.1 Joint Filing Agreement, dated as of December 4, 2019, among Pershing Square, PS Management and William A. Ackman.* Exhibit 99.2 Trading data.* Exhibit 99.3 Form of Confirmation for Forward Purchase Contracts.* Exhibit 99.4 Registration Rights Agreement.* Exhibit 99.5 Trading data.* Exhibit 99.6 Share Purchase Agreement (incorporated by reference and attached as Exhibit 1.2 of the Issuer’s Form 8-K filed March 31, 2020).* Exhibit 99.7 Lock-up Letter Agreement, dated March 27, 2020, from Pershing Square, on behalf of the Pershing Square Funds, to BofA Securities, Inc., J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in the underwriting agreement for the public offering.* Exhibit 99.8 Form of Confirmation for Put Options.* Exhibit 99.9 Trading data.* Exhibit 99.10 Trading data.* Exhibit 99.11 Trading data.* Exhibit 99.12 10b5-1 Purchase Plan.* Exhibit 99.13 Trading data.* Exhibit 99.14 Trading data.* Exhibit 99.15 Trading data.* Exhibit 99.16 Trading data.* Exhibit 99.17 Trading data.* Exhibit 99.18 Trading data. * Previously Filed

View Full Filing

View this SC 13D/A filing on SEC EDGAR