Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Lhotka Charles E
 2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2011		 3. Issuer Name and Ticker or Trading Symbol
General Growth Properties, Inc. [GGP]
(Last)
(First)
(Middle)
C/O GENERAL GROWTH PROPERTIES INC, 110 NORTH WACKER DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Asset Management
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHICAGO, IL 60606		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 33,554 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)   (2) 02/22/2012 Common Stock 36,392 $ 46.9491 D  
Stock Options (Right to Buy)   (3) 11/10/2020 Common Stock 32,365 $ 14.73 D  
Stock Options (Right to Buy)   (4) 08/02/2021 Common Stock 50,000 $ 15.32 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lhotka Charles E
C/O GENERAL GROWTH PROPERTIES INC
110 NORTH WACKER DRIVE
CHICAGO, IL 60606		       EVP, Asset Management  

Signatures

/s/ Charles E. Lhotka 11/10/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 32,365 restricted shares granted under the General Growth Properties, Inc. 2010 Equity Incentive Plan. The grant vests one-fifth on each of the first five anniversaries of the November 10, 2010 grant date.
(2) On November 9, 2010, Issuer became the successor of GGP, Inc. (f/k/a General Growth Properties, Inc.)("Old GGP" pursuant to a merger of Old GGP with an indirect, wholly-owned subsidiary of Issuer. The merger resulted in Issuer becoming an indirect parent company of Old GGP. On November 9, 2010, the Reporting Person' outstanding options to acquire shares of Old GGP common stock were converted, among other things, into options to acquire the same number of shares of Issuer common stock. Original grant date was February 22, 2007. Options were fully vested as of November 9, 2010.
(3) Options were granted under the General Growth Properties, Inc. 2010 Equity Incentive Plan. The grant vests 20% on each of the first five anniversaries of the November 10, 2010 grant date.
(4) Options were granted under the General Growth Properties, Inc. 2010 Equity Incentive Plan. The grant vests 20% on each of the first five anniversaries of the August 2, 2011 grant date.

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