Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BROOKFIELD ASSET MANAGEMENT INC.
   2. Issuer Name and Ticker or Trading Symbol
Rouse Properties, Inc. [RSE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
BROOKFIELD PLACE, 181 BAY ST, STE 300, PO BOX 762		 3. Date of Earliest Transaction (Month/Day/Year)
07/05/2016
(Street)

TORONTO, A6 M5J2T3		 4. If Amendment, Date Original Filed(Month/Day/Year)
03/12/2012		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock Par Value $0.01 07/05/2016   S   19,387,625 D $ 18.25 0 I See footnote (1) (2)
Series I Preferred Stock Par Value $0.01 07/05/2016   P   19,387,625 A $ 18.25 19,387,625 I See footnote (1) (2)
Common Stock Par Value $0.01 07/06/2016   P   38,499,817 A $ 18.25 1,000 (3) (4) I See footnote (3) (4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE, 181 BAY ST, STE 300
PO BOX 762
TORONTO, A6 M5J2T3		     X    
Partners Ltd
181 BAY STREET
BROOKFIELD PLACE, SUITE 300
TORONTO, A6 M5J2T3		     X    
Brookfield Holdings Canada Inc.
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK, NY 10281		     X    
Brookfield US Holdings Inc.
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK, NY 10281		     X    
Brookfield US Corp
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK, NY 10281		     X    

Signatures

 /s/ A.J. Silber, Vice President, Legal Affairs, BROOKFIELD ASSET MANAGEMENT INC.   07/07/2016
**Signature of Reporting Person Date
 /s/ Brian D. Lawson, Director, /s/ Tony Rubin, Treasurer, PARTNERS LIMITED   07/07/2016
**Signature of Reporting Person Date
 /s/ A.J. Silber, Vice President, BROOKFIELD HOLDINGS CANADA INC.   07/07/2016
**Signature of Reporting Person Date
 /s/ A.J. Silber, Director, BROOKFIELD US HOLDINGS INC.   07/07/2016
**Signature of Reporting Person Date
 /s/ Mark Srulowitz, President, BROOKFIELD US CORP   07/07/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the Exchange Agreement entered into by and among Rouse Properties, Inc. ("Rouse") and Brookfield Retail Holdings VII LLC, New Brookfield Retail Holdings R2 LLC, Brookfield BPY Retail Holdings II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC and Brookfield Retail Holdings IV-D Sub II LLC (collectively, the "Exchange Parties"), dated February 25, 2016 (the "Exchange Agreement"), on July 5, 2016 the Exchange Parties contributed, assigned, transferred and delivered to Rouse an aggregate of 19,387,625 common shares of Rouse owned by the Exchange Parties in exchange for the issuance of 19,387,625 shares of Series I Preferred Stock of Rouse (the "Exchange Shares").
(2) Following the consummation of the Merger (as described more fully below), the Exchange Shares were, through a series of transactions among affiliates of BAM (the "Contribution Transactions"), contributed to Parent (as defined below). BAM disposed of the 19,387,625 common shares of Rouse, and acquired and subsequently disposed of the Exchange Shares, indirectly through the Reporting Owners through the contribution and exchange under the Exchange Agreement and the Contribution Transactions. A copy of the Exchange Agreement is filed as Exhibit 10.2 to Rouse's Current Report on Form 8-K filed February 29, 2016.
(3) Pursuant to the Agreement and Plan of Merger by and among Rouse, BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P. and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the Merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation").
(4) Upon the consummation of the Merger, each outstanding share of common stock of Rouse, par value $0.01, was cancelled and each outstanding share of common stock of Acquisition Sub, par value $0.01, was converted into one share of common stock of the Surviving Corporation ("Surviving Corporation Common Stock"). Consequently, BAM indirectly acquired, though the Reporting Owners and Parent, 1,000 shares of Acquisition Sub Common Stock. A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016.

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