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Pershing Square GP, LLC

Disclosed activity across 7 companies

Tapewire entity
16600
SEC CIK
0001336476

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
BARNES & NOBLE INCBKS · Entity 17123See footnote (1)September 19, 2008September 19, 2008
BEAM INCBEAM · Entity 1655610% ownerJuly 01, 2013July 03, 2013
BORDERS GROUP INCBGP · Entity 1684310% ownerJuly 25, 2011July 27, 2011
CERIDIAN CORP /DE/CEN · Entity 1732910% ownerFebruary 28, 2007March 01, 2007
Howard Hughes CorpHHC · Entity 1531710% ownerJuly 01, 2013July 04, 2013
WENDYS INTERNATIONAL INCWEN · Entity 1743010% ownerMarch 17, 2006March 17, 2006

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

BARNES & NOBLE INC

Report date September 19, 2008 · Filed September 19, 2008 · Amendment

Jointly reported with Pershing Square Capital Management, L.P., PSCM GP, LLC, ACKMAN WILLIAM A

Amendment: balances below belong to this corrected disclosure, not necessarily a complete replacement of earlier positions.

This filing explicitly reported no securities owned.

BEAM INC

Report date July 01, 2013 · Filed July 03, 2013

Jointly reported with Pershing Square Capital Management, L.P., PSCM GP, LLC, ACKMAN WILLIAM A

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee footnotes20,818,545 Reported balance After 2013-07-01 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2013-07-01 · Other · Acquired 0 · Balance 20,818,545

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions reported were consummated: PSH purchased 52,117 shares from PS and 429,861 from INTL, for an aggregate purchase of 481,978 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F4: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F5: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions reported were consummated: PSH purchased 52,117 shares from PS and 429,861 from INTL, for an aggregate purchase of 481,978 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F5: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

BORDERS GROUP INC

Report date July 25, 2011 · Filed July 27, 2011

Jointly reported with Pershing Square Capital Management, L.P., PSCM GP, LLC, ACKMAN WILLIAM A

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Cash Settled Total Return SwapSEC Table II · derivative / convertible security · Conversion / exercise price $0.16 · Expires 2011-07-29IndirectSee footnote7 Reported balance After 2011-07-25 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2011-07-25 · Other · Disposed 1 · Balance 7

F1: The Reporting Person, for the account of Pershing Square International, Ltd. ("PSIL"), entered into a cash-settled total return swap (the "First Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 8, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the First Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.72 for each of the 1,770,100 notional BGP common shares subject to the swap (the "First Swap Reference Shares"),

F2: (continued from footnote 1) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.72 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap. The First Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per First Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.

F17: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Cash Settled Total Return SwapSEC Table II · derivative / convertible security · Conversion / exercise price $0.16 · Expires 2011-07-29IndirectSee footnote6 Reported balance After 2011-07-25 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2011-07-25 · Other · Disposed 1 · Balance 6

F3: The Reporting Person, for the account of Pershing Square, L.P. ("PSI"), entered into a cash-settled total return swap (the "Second Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 10, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Second Swap, (i) PSI was obligated to pay the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"),

F4: (continued from footnote 3) plus interest, and (ii) the counterparty was obligated to pay PSI any positive price performance over $9.93 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap. The Second Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Second Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per Second Swap Reference Share.

F17: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Cash Settled Total Return SwapSEC Table II · derivative / convertible security · Conversion / exercise price $0.16 · Expires 2011-07-29IndirectSee footnote5 Reported balance After 2011-07-25 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2011-07-25 · Other · Disposed 1 · Balance 5

F5: The Reporting Person, for the account of PSIL, entered into a cash-settled total return swap (the "Third Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 10, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Third Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.93 for each of the 343,400 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"),

F6: (continued from footnote 5) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.93 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap. The Third Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Third Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Third Swap Reference Share.

F17: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Cash Settled Total Return SwapSEC Table II · derivative / convertible security · Conversion / exercise price $0.16 · Expires 2011-07-29IndirectSee footnote4 Reported balance After 2011-07-25 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2011-07-25 · Other · Disposed 1 · Balance 4

F7: The Reporting Person, for the account of PSI, entered into a cash-settled total return swap (the "Fourth Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 11, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Fourth Swap, (i) PSI was obligated to pay the counterparty any negative price performance under $9.29 for each of the 268,474 notional BGP common shares subject to the swap (the "Fourth Swap Reference Shares"),

F8: (continued from footnote 7) plus interest, and (ii) the counterparty was obligated to pay PSI any positive price performance over $9.29 for each of the Fourth Swap Reference Shares, plus any dividends paid during the life of the swap. The Fourth Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Fourth Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per Fourth Swap Reference Share.

F17: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Cash Settled Total Return SwapSEC Table II · derivative / convertible security · Conversion / exercise price $0.16 · Expires 2011-07-29IndirectSee footnote3 Reported balance After 2011-07-25 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2011-07-25 · Other · Disposed 1 · Balance 3

F9: The Reporting Person, for the account of PSIL, entered into a cash-settled total return swap (the "Fifth Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 11, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Fifth Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.29 for each of the 366,526 notional BGP common shares subject to the swap (the "Fifth Swap Reference Shares"),

F10: (continued from footnote 9) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.29 for each of the Fifth Swap Reference Shares, plus any dividends paid during the life of the swap. The Fifth Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Fifth Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Fifth Swap Reference Share.

F17: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Cash Settled Total Return SwapSEC Table II · derivative / convertible security · Conversion / exercise price $0.16 · Expires 2011-07-29IndirectSee footnote2 Reported balance After 2011-07-25 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2011-07-25 · Other · Disposed 1 · Balance 2

F11: The Reporting Person, for the account of PSI, entered into a cash-settled total return swap (the "Sixth Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 14, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Sixth Swap, (i) PSI was obligated to pay the counterparty any negative price performance under $9.36 for each of the 126,461 notional BGP common shares subject to the swap (the "Sixth Swap Reference Shares"),

F12: (continued from footnote 11) plus interest, and (ii) the counterparty was obligated to pay PSI any positive price performance over $9.36 for each of the Sixth Swap Reference Shares, plus any dividends paid during the life of the swap. The Sixth Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Sixth Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per Sixth Swap Reference Share.

F17: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Cash Settled Total Return SwapSEC Table II · derivative / convertible security · Conversion / exercise price $0.16 · Expires 2011-07-29IndirectSee footnote1 Reported balance After 2011-07-25 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2011-07-25 · Other · Disposed 1 · Balance 1

F13: The Reporting Person, for the account of PSIL, entered into a cash-settled total return swap (the "Seventh Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 14, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Seventh Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.36 for each of the 178,703 notional BGP common shares subject to the swap (the "Seventh Swap Reference Shares"),

F14: (continued from footnote 13) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.36 for each of the Seventh Swap Reference Shares, plus any dividends paid during the life of the swap. The Seventh Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Seventh Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Seventh Swap Reference Share.

F17: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Cash Settled Total Return SwapSEC Table II · derivative / convertible security · Conversion / exercise price $0.16 · Expires 2011-07-29IndirectSee footnote0 Reported balance After 2011-07-25 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2011-07-25 · Other · Disposed 1 · Balance 0

F15: The Reporting Person, for the account of Pershing Square II, L.P. ("PSII"), entered into a cash-settled total return swap (the "Eighth Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 14, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Eighth Swap, (i) PSII was obligated to pay the counterparty any negative price performance under $9.36 for each of the 1,736 notional BGP common shares subject to the swap (the "Eighth Swap Reference Shares"),

F16: (continued from footnote 15) plus interest, and (ii) the counterparty was obligated to pay PSII any positive price performance over $9.36 for each of the Eighth Swap Reference Shares, plus any dividends paid during the life of the swap. The Eighth Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Eighth Swap Reference Share. PSII paid the broker-dealer counterparty a commission of $0.01 per Eighth Swap Reference Share.

F17: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Filing footnotes · ownership attribution and instrument terms

F1: The Reporting Person, for the account of Pershing Square International, Ltd. ("PSIL"), entered into a cash-settled total return swap (the "First Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 8, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the First Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.72 for each of the 1,770,100 notional BGP common shares subject to the swap (the "First Swap Reference Shares"),

F2: (continued from footnote 1) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.72 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap. The First Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per First Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.

F3: The Reporting Person, for the account of Pershing Square, L.P. ("PSI"), entered into a cash-settled total return swap (the "Second Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 10, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Second Swap, (i) PSI was obligated to pay the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"),

F4: (continued from footnote 3) plus interest, and (ii) the counterparty was obligated to pay PSI any positive price performance over $9.93 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap. The Second Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Second Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per Second Swap Reference Share.

F5: The Reporting Person, for the account of PSIL, entered into a cash-settled total return swap (the "Third Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 10, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Third Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.93 for each of the 343,400 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"),

F6: (continued from footnote 5) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.93 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap. The Third Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Third Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Third Swap Reference Share.

F7: The Reporting Person, for the account of PSI, entered into a cash-settled total return swap (the "Fourth Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 11, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Fourth Swap, (i) PSI was obligated to pay the counterparty any negative price performance under $9.29 for each of the 268,474 notional BGP common shares subject to the swap (the "Fourth Swap Reference Shares"),

F8: (continued from footnote 7) plus interest, and (ii) the counterparty was obligated to pay PSI any positive price performance over $9.29 for each of the Fourth Swap Reference Shares, plus any dividends paid during the life of the swap. The Fourth Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Fourth Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per Fourth Swap Reference Share.

F9: The Reporting Person, for the account of PSIL, entered into a cash-settled total return swap (the "Fifth Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 11, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Fifth Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.29 for each of the 366,526 notional BGP common shares subject to the swap (the "Fifth Swap Reference Shares"),

F10: (continued from footnote 9) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.29 for each of the Fifth Swap Reference Shares, plus any dividends paid during the life of the swap. The Fifth Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Fifth Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Fifth Swap Reference Share.

F11: The Reporting Person, for the account of PSI, entered into a cash-settled total return swap (the "Sixth Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 14, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Sixth Swap, (i) PSI was obligated to pay the counterparty any negative price performance under $9.36 for each of the 126,461 notional BGP common shares subject to the swap (the "Sixth Swap Reference Shares"),

F12: (continued from footnote 11) plus interest, and (ii) the counterparty was obligated to pay PSI any positive price performance over $9.36 for each of the Sixth Swap Reference Shares, plus any dividends paid during the life of the swap. The Sixth Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Sixth Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per Sixth Swap Reference Share.

F13: The Reporting Person, for the account of PSIL, entered into a cash-settled total return swap (the "Seventh Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 14, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Seventh Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.36 for each of the 178,703 notional BGP common shares subject to the swap (the "Seventh Swap Reference Shares"),

F14: (continued from footnote 13) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.36 for each of the Seventh Swap Reference Shares, plus any dividends paid during the life of the swap. The Seventh Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Seventh Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Seventh Swap Reference Share.

F15: The Reporting Person, for the account of Pershing Square II, L.P. ("PSII"), entered into a cash-settled total return swap (the "Eighth Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 14, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the Eighth Swap, (i) PSII was obligated to pay the counterparty any negative price performance under $9.36 for each of the 1,736 notional BGP common shares subject to the swap (the "Eighth Swap Reference Shares"),

F16: (continued from footnote 15) plus interest, and (ii) the counterparty was obligated to pay PSII any positive price performance over $9.36 for each of the Eighth Swap Reference Shares, plus any dividends paid during the life of the swap. The Eighth Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per Eighth Swap Reference Share. PSII paid the broker-dealer counterparty a commission of $0.01 per Eighth Swap Reference Share.

F17: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

CERIDIAN CORP /DE/

Report date February 28, 2007 · Filed March 01, 2007

Jointly reported with Pershing Square Capital Management, L.P., PSCM GP, LLC, ACKMAN WILLIAM A

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee footnotes20,532,734 Reported balance After 2007-02-28 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2007-02-28 · Purchase · Acquired 808,400 · Balance 20,532,734

F1: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F2: Represents 8,980,821 shares held for the account of Pershing Square, L.P. ("PSI"), 111,899 shares held for the account of Pershing Square II, L.P. ("PSII") and 11,440,014 shares held for the account of Pershing Square International, Ltd. ("PSIL"). Each of PSI, PSII and PSIL is an investment fund for which PS Capital acts as investment advisor and may be deemed the beneficial owner of securities beneficially owned by it. PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it. PSGP is general partner of PSI and PSII and may be deemed beneficial owner of securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them. Each of PS Capital, PS Management, PSGP and Mr. Ackman disclaims beneficial ownership of the securities reported in this Form 4 except to the extent of its or his pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F2: Represents 8,980,821 shares held for the account of Pershing Square, L.P. ("PSI"), 111,899 shares held for the account of Pershing Square II, L.P. ("PSII") and 11,440,014 shares held for the account of Pershing Square International, Ltd. ("PSIL"). Each of PSI, PSII and PSIL is an investment fund for which PS Capital acts as investment advisor and may be deemed the beneficial owner of securities beneficially owned by it. PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it. PSGP is general partner of PSI and PSII and may be deemed beneficial owner of securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them. Each of PS Capital, PS Management, PSGP and Mr. Ackman disclaims beneficial ownership of the securities reported in this Form 4 except to the extent of its or his pecuniary interest therein.

Howard Hughes Corp

Report date July 01, 2013 · Filed July 04, 2013

Jointly reported with Pershing Square Capital Management, L.P., PSCM GP, LLC, ACKMAN WILLIAM A

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common stock, par value $0.01 per shareSEC Table I · non-derivativeIndirectSee footnotes3,568,017 Reported balance After 2013-07-01 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2013-07-01 · Other · Acquired 0 · Balance 3,568,017

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Warrants to Purchase Common stock, par value $0.01 per shareSEC Table II · derivative / convertible security · Conversion / exercise price $50.00 · Expires 2017-11-09IndirectSee footnotes1,916,667 Reported balance After 2013-07-01 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2013-07-01 · Other · Acquired 0 · Balance 1,916,667

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Cash Settled Total Return SwapsSEC Table II · derivative / convertible security · Conversion / exercise price $58.38 · Expires 2014-06-30IndirectSee footnotes1 Reported balance After 2012-06-05 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2012-06-05 · Other · Acquired 1 · Balance 1

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Cash Settled Total Return SwapsSEC Table II · derivative / convertible security · Conversion / exercise price $73.02 · Expires 2015-10-29IndirectSee footnotes1 Reported balance After 2012-12-31 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2012-12-31 · Other · Acquired 1 · Balance 1

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Cash Settled Total Return SwapsSEC Table II · derivative / convertible security · Conversion / exercise price $35.26 · Expires 2015-10-29IndirectSee footnotes1 Reported balance After 2010-11-09 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2010-11-09 · Other · Acquired 1 · Balance 1

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Cash Settled Total Return SwapsSEC Table II · derivative / convertible security · Conversion / exercise price $58.38 · Expires 2013-12-31IndirectSee footnotes1 Reported balance After 2012-06-05 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2012-06-05 · Other · Acquired 1 · Balance 1

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Cash Settled Total Return SwapsSEC Table II · derivative / convertible security · Conversion / exercise price $73.02 · Expires 2013-12-31IndirectSee footnotes1 Reported balance After 2012-12-31 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2012-12-31 · Other · Acquired 1 · Balance 1

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Cash Settled Total Return SwapsSEC Table II · derivative / convertible security · Conversion / exercise price $73.02 · Expires 2014-06-30IndirectSee footnotes1 Reported balance After 2012-12-31 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2012-12-31 · Other · Acquired 1 · Balance 1

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Cash Settled Total Return SwapsSEC Table II · derivative / convertible security · Conversion / exercise price $73.02 · Expires 2014-01-02IndirectSee footnotes1 Reported balance After 2012-12-31 transaction · row 9 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 9 · 2012-12-31 · Other · Acquired 1 · Balance 1

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Cash Settled Total Return SwapsSEC Table II · derivative / convertible security · Conversion / exercise price $112.09 · Expires 2014-12-31IndirectSee footnotes1 Reported balance After 2013-07-01 transaction · row 10 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 10 · 2013-07-01 · Other · Acquired 1 · Balance 1

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Filing footnotes · ownership attribution and instrument terms

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F5: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee footnote1,314,500 Reported balance After 2006-03-17 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2006-03-17 · Sale · Disposed 22,500 · Balance 1,314,500

F1: Represents disposition of 19,230 shares of common stock directly beneficially owned by Pershing Square, L.P. and 2,270 shares directly beneficially owned by Pershing Square II, L.P.

F2: Represents aggregate number of shares of common stock directly and indirectly beneficially owned by the reporting persons after giving effect to the disposition if 22,500 shares by Pershing Square, L.P. and Pershing Square II, L.P. reported hereunder. Does not include common stock beneficially owned by the reporting persons and its affiliates as a result of ownership of derivative securities as reported on Form 3.

Common StockSEC Table I · non-derivativeDirect161,777 Reported balance After 2006-03-17 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2006-03-17 · Sale · Disposed 19,230 · Balance 161,777

F3: Represents shares directly beneficially owned by Pershing Square, L.P. after giving effect to the disposition by such person of 19,230 shares of common stock.

Common StockSEC Table I · non-derivativeDirect0 Reported balance After 2006-03-17 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2006-03-17 · Sale · Disposed 2,270 · Balance 0

F4: Represents shares of common stock directly beneficially owned by Pershing Square, L.P. after giving effect to the disposition by such person of 2,270 shares of common stock.

Filing footnotes · ownership attribution and instrument terms

F1: Represents disposition of 19,230 shares of common stock directly beneficially owned by Pershing Square, L.P. and 2,270 shares directly beneficially owned by Pershing Square II, L.P.

F2: Represents aggregate number of shares of common stock directly and indirectly beneficially owned by the reporting persons after giving effect to the disposition if 22,500 shares by Pershing Square, L.P. and Pershing Square II, L.P. reported hereunder. Does not include common stock beneficially owned by the reporting persons and its affiliates as a result of ownership of derivative securities as reported on Form 3.

F3: Represents shares directly beneficially owned by Pershing Square, L.P. after giving effect to the disposition by such person of 19,230 shares of common stock.

F4: Represents shares of common stock directly beneficially owned by Pershing Square, L.P. after giving effect to the disposition by such person of 2,270 shares of common stock.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

J C PENNEY CO INC

Report date August 27, 2013 · Filed August 28, 2013

Jointly reported with Pershing Square Capital Management, L.P., PSCM GP, LLC, ACKMAN WILLIAM A

Section 16 reporting ended · disclosed 2013-08-28. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee footnotes0 Reported balance After 2013-08-27 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2013-08-27 · Sale · Disposed 39,075,771 · Balance 0

F2: In connection with the execution of the Underwriting Agreement, dated August 26, 2013, by and among the Issuer, Pershing Square Capital, on behalf of the Pershing Square Funds (as defined below), and Citigroup Global Markets Inc., the transaction reported in this Form 4 was consummated. For a more detailed description of the transaction, see the amendment to the Schedule 13D filed by the Reporting Persons on August 28, 2013.

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F3: Pershing Square Capital advises certain investment funds, including the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International") and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F4: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F5: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2: In connection with the execution of the Underwriting Agreement, dated August 26, 2013, by and among the Issuer, Pershing Square Capital, on behalf of the Pershing Square Funds (as defined below), and Citigroup Global Markets Inc., the transaction reported in this Form 4 was consummated. For a more detailed description of the transaction, see the amendment to the Schedule 13D filed by the Reporting Persons on August 28, 2013.

F3: Pershing Square Capital advises certain investment funds, including the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International") and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F4: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F5: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Transaction history

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
July 25, 2011 Filed Jul 27, 2011 17:23 UTC BORDERS GROUP INC BGP · Entity 16843 OtherCash Settled Total Return Swap · Derivative 1 Not disclosed Strike: $0.16 Not disclosed
Disclosure

SEC source: 0001209191-11-041155 · c20490_4x0.xml · derivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 7

Underlying: Common Stock · 1,770,100 shares

Expires 2011-07-29

F1 · kind: The Reporting Person, for the account of Pershing Square International, Ltd. ("PSIL"), entered into a cash-settled total return swap (the "First Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 8, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the First Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.72 for each of the 1,770,100 notional BGP common shares subject to the swap (the "First Swap Reference Shares"),

F2 · kind: (continued from footnote 1) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.72 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap. The First Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per First Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.

F1 · price: The Reporting Person, for the account of Pershing Square International, Ltd. ("PSIL"), entered into a cash-settled total return swap (the "First Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 8, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the First Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.72 for each of the 1,770,100 notional BGP common shares subject to the swap (the "First Swap Reference Shares"),

F2 · price: (continued from footnote 1) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.72 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap. The First Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per First Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.

F1 · derivative.exercise_date: The Reporting Person, for the account of Pershing Square International, Ltd. ("PSIL"), entered into a cash-settled total return swap (the "First Swap") with a broker-dealer counterparty for a commission equal to $0.03 per notional share on January 8, 2008, with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the First Swap, (i) PSIL was obligated to pay the counterparty any negative price performance under $9.72 for each of the 1,770,100 notional BGP common shares subject to the swap (the "First Swap Reference Shares"),

F2 · derivative.exercise_date: (continued from footnote 1) plus interest, and (ii) the counterparty was obligated to pay PSIL any positive price performance over $9.72 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap. The First Swap was unwound on July 25, 2011, (the "Unwind Date") at a price of $0.17 per First Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.

F17 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F18 · ownership.nature: (continued from footnote 17) PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherOption to Purchase Common Stock · Derivative 350,000 Not disclosed Strike: $30.00 Not disclosed
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · derivative · entry 16

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 350,000 shares

Expires 2011-05-21

F7 · price: Not applicable.

F6 · derivative.exercise_date: Immediate.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherOption to Purchase Common Stock · Derivative 140,000 Not disclosed Strike: $29.00 Not disclosed
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · derivative · entry 15

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 140,000 shares

Expires 2011-05-21

F7 · price: Not applicable.

F6 · derivative.exercise_date: Immediate.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherOption to Purchase Common Stock · Derivative 645,000 Not disclosed Strike: $28.00 Not disclosed
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · derivative · entry 14

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 645,000 shares

Expires 2011-05-21

F7 · price: Not applicable.

F6 · derivative.exercise_date: Immediate.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherOption to Purchase Common Stock · Derivative 680,100 Not disclosed Strike: $27.00 Not disclosed
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · derivative · entry 13

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 680,100 shares

Expires 2011-05-21

F7 · price: Not applicable.

F6 · derivative.exercise_date: Immediate.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherOption to Purchase Common Stock · Derivative 656,400 Not disclosed Strike: $26.00 Not disclosed
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · derivative · entry 12

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 656,400 shares

Expires 2011-05-21

F7 · price: Not applicable.

F6 · derivative.exercise_date: Immediate.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherOption to Purchase Common Stock · Derivative 600,000 Not disclosed Strike: $25.00 Not disclosed
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · derivative · entry 11

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 600,000 shares

Expires 2011-05-21

F7 · price: Not applicable.

F6 · derivative.exercise_date: Immediate.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherOption to Purchase Common Stock · Derivative 375,000 Not disclosed Strike: $24.00 Not disclosed
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · derivative · entry 10

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 375,000 shares

Expires 2011-05-21

F7 · price: Not applicable.

F6 · derivative.exercise_date: Immediate.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherOption to Purchase Common Stock · Derivative 350,000 Not disclosed Strike: $23.00 Not disclosed
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · derivative · entry 9

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 350,000 shares

Expires 2011-05-21

F7 · price: Not applicable.

F6 · derivative.exercise_date: Immediate.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherCommon Stock 350,000 $30.00 $10,500,000.00
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · nonDerivative · entry 8

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 38,715,571

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherCommon Stock 140,000 $29.00 $4,060,000.00
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · nonDerivative · entry 7

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 38,365,571

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherCommon Stock 645,000 $28.00 $18,060,000.00
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · nonDerivative · entry 6

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 38,225,571

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherCommon Stock 680,100 $27.00 $18,362,700.00
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · nonDerivative · entry 5

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 37,580,571

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

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May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherCommon Stock 656,400 $26.00 $17,066,400.00
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · nonDerivative · entry 4

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 36,900,471

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherCommon Stock 600,000 $25.00 $15,000,000.00
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · nonDerivative · entry 3

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 36,244,071

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherCommon Stock 375,000 $24.00 $9,000,000.00
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · nonDerivative · entry 2

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 35,644,071

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Read SEC document
May 20, 2011 Filed May 24, 2011 19:39 UTC J C PENNEY CO INC JCP · Entity 16599 OtherCommon Stock 350,000 $23.00 $8,050,000.00
Disclosure

SEC source: 0001209191-11-030659 · c17798_4x0.xml · nonDerivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 35,269,071

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II") and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International", together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

Read SEC document
May 17, 2011 Filed May 18, 2011 20:20 UTC BORDERS GROUP INC BGP · Entity 16843 OtherCash Settled Total Return Swap · Derivative 1 Not disclosed Strike: $0.25 Not disclosed
Disclosure

SEC source: 0001209191-11-029546 · c17601_4x0.xml · derivative · entry 3

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Notes

Disclosed balance after: 8

Underlying: Common Stock · 6,021 shares

Expires 2011-07-29

F4 · derivative.exercise_price: The third swap (the "Third Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSII was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 6,021 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSII any positive price performance over $9.99 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap. The Third Swap was unwound on the Unwind Date at a price of $0.26 per Third Swap Reference Share. PSII paid the broker-dealer counterparty a commission of $0.01 per Third Swap Reference Share.

F4 · price: The third swap (the "Third Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSII was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 6,021 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSII any positive price performance over $9.99 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap. The Third Swap was unwound on the Unwind Date at a price of $0.26 per Third Swap Reference Share. PSII paid the broker-dealer counterparty a commission of $0.01 per Third Swap Reference Share.

F4 · derivative.exercise_date: The third swap (the "Third Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSII was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 6,021 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSII any positive price performance over $9.99 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap. The Third Swap was unwound on the Unwind Date at a price of $0.26 per Third Swap Reference Share. PSII paid the broker-dealer counterparty a commission of $0.01 per Third Swap Reference Share.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII"), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSI was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F4 · ownership.direct: The third swap (the "Third Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSII was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 6,021 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSII any positive price performance over $9.99 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap. The Third Swap was unwound on the Unwind Date at a price of $0.26 per Third Swap Reference Share. PSII paid the broker-dealer counterparty a commission of $0.01 per Third Swap Reference Share.

F5 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F6 · ownership.nature: PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
May 17, 2011 Filed May 18, 2011 20:20 UTC BORDERS GROUP INC BGP · Entity 16843 OtherCash Settled Total Return Swap · Derivative 1 Not disclosed Strike: $0.25 Not disclosed
Disclosure

SEC source: 0001209191-11-029546 · c17601_4x0.xml · derivative · entry 2

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Notes

Disclosed balance after: 9

Underlying: Common Stock · 619,419 shares

Expires 2011-07-29

F3 · derivative.exercise_price: The second swap (the "Second Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSIL was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 619,419 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSIL any positive price performance over $9.99 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap. The Second Swap was unwound on the Unwind Date at a price of $0.26 per Second Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Second Swap Reference Share.

F3 · price: The second swap (the "Second Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSIL was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 619,419 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSIL any positive price performance over $9.99 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap. The Second Swap was unwound on the Unwind Date at a price of $0.26 per Second Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Second Swap Reference Share.

F3 · derivative.exercise_date: The second swap (the "Second Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSIL was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 619,419 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSIL any positive price performance over $9.99 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap. The Second Swap was unwound on the Unwind Date at a price of $0.26 per Second Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Second Swap Reference Share.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII"), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSI was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F3 · ownership.direct: The second swap (the "Second Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSIL was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 619,419 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSIL any positive price performance over $9.99 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap. The Second Swap was unwound on the Unwind Date at a price of $0.26 per Second Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Second Swap Reference Share.

F5 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F6 · ownership.nature: PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
May 17, 2011 Filed May 18, 2011 20:20 UTC BORDERS GROUP INC BGP · Entity 16843 OtherCash Settled Total Return Swap · Derivative 1 Not disclosed Strike: $0.25 Not disclosed
Disclosure

SEC source: 0001209191-11-029546 · c17601_4x0.xml · derivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Notes

Disclosed balance after: 10

Underlying: Common Stock · 438,723 shares

Expires 2011-07-29

F1 · derivative.exercise_price: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII"), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSI was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F2 · derivative.exercise_price: (Continued from Footnote 1) The First Swap was unwound on May 17, 2011 (the "Unwind Date") at a price of $0.26 per First Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.

F1 · price: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII"), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSI was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F2 · price: (Continued from Footnote 1) The First Swap was unwound on May 17, 2011 (the "Unwind Date") at a price of $0.26 per First Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.

F1 · derivative.exercise_date: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII"), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSI was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F2 · derivative.exercise_date: (Continued from Footnote 1) The First Swap was unwound on May 17, 2011 (the "Unwind Date") at a price of $0.26 per First Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII"), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSI was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F2 · ownership.direct: (Continued from Footnote 1) The First Swap was unwound on May 17, 2011 (the "Unwind Date") at a price of $0.26 per First Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.

F5 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F6 · ownership.nature: PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
November 10, 2010 Filed Feb 14, 2011 19:32 UTC BEAM INC FO · Entity 16556 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $54.14 Not disclosed
Disclosure

SEC source: 0001209191-11-009396 · c12341_5x0.xml · derivative · entry 2

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · See Remarks

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1

Underlying: Common Stock · 1,160,000 shares

Expires 2012-11-13

F7 · kind: Under the terms of the cash-settled total return swap (i) Pershing Square International will be obligated to pay to the counterparty any negative price performance of the 1,160,000 notional shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at the rates set forth in the applicable contract, and (ii) the counterparty will be obligated to pay to Pershing Square International any positive price performance of the 1,160,000 notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. Any dividends received by the counterparty on such notional shares of Common Stock during the term of the swap will be paid to Pershing Square International. All balances will be cash settled at the expiration date of the swap.

F7 · price: Under the terms of the cash-settled total return swap (i) Pershing Square International will be obligated to pay to the counterparty any negative price performance of the 1,160,000 notional shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at the rates set forth in the applicable contract, and (ii) the counterparty will be obligated to pay to Pershing Square International any positive price performance of the 1,160,000 notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. Any dividends received by the counterparty on such notional shares of Common Stock during the term of the swap will be paid to Pershing Square International. All balances will be cash settled at the expiration date of the swap.

F7 · derivative.exercise_date: Under the terms of the cash-settled total return swap (i) Pershing Square International will be obligated to pay to the counterparty any negative price performance of the 1,160,000 notional shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at the rates set forth in the applicable contract, and (ii) the counterparty will be obligated to pay to Pershing Square International any positive price performance of the 1,160,000 notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. Any dividends received by the counterparty on such notional shares of Common Stock during the term of the swap will be paid to Pershing Square International. All balances will be cash settled at the expiration date of the swap.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 5 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), and Pershing Square International, Ltd., a Cayman Islands exempted company ("Pershing Square International" together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Table II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 5, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The total return swaps set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
November 09, 2010 Filed Jan 4, 2013 01:39 UTC Howard Hughes Corp HHC · Entity 15317 OtherCash Settled Total Return Swaps · Derivative 1 Not disclosed Strike: $35.26 Not disclosed
Disclosure

SEC source: 0001209191-13-001702 · c30956_4x0.xml · derivative · entry 5

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1

Underlying: Common stock, par value $0.01 per share · 3,789 shares

Expires 2015-10-29

F2 · kind: In connection with the formation and capitalization of Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH"), a new fund advised by Pershing Square Capital, the transactions reported in this Form 4 were consummated. In connection with such transactions, there was no change in beneficial ownership of the Reporting Persons. For a more detailed description of these transactions, see the amendment to the Schedule 13D filed by the Reporting Persons on January 3, 2013.

F2 · shares: In connection with the formation and capitalization of Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH"), a new fund advised by Pershing Square Capital, the transactions reported in this Form 4 were consummated. In connection with such transactions, there was no change in beneficial ownership of the Reporting Persons. For a more detailed description of these transactions, see the amendment to the Schedule 13D filed by the Reporting Persons on January 3, 2013.

F2 · price: In connection with the formation and capitalization of Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH"), a new fund advised by Pershing Square Capital, the transactions reported in this Form 4 were consummated. In connection with such transactions, there was no change in beneficial ownership of the Reporting Persons. For a more detailed description of these transactions, see the amendment to the Schedule 13D filed by the Reporting Persons on January 3, 2013.

F2 · derivative.exercise_date: In connection with the formation and capitalization of Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH"), a new fund advised by Pershing Square Capital, the transactions reported in this Form 4 were consummated. In connection with such transactions, there was no change in beneficial ownership of the Reporting Persons. For a more detailed description of these transactions, see the amendment to the Schedule 13D filed by the Reporting Persons on January 3, 2013.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2 · ownership.nature: In connection with the formation and capitalization of Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH"), a new fund advised by Pershing Square Capital, the transactions reported in this Form 4 were consummated. In connection with such transactions, there was no change in beneficial ownership of the Reporting Persons. For a more detailed description of these transactions, see the amendment to the Schedule 13D filed by the Reporting Persons on January 3, 2013.

F3 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), PSH (together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F4 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F5 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F6 · ownership.nature: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
November 09, 2010 Filed Jul 4, 2013 00:39 UTC Howard Hughes Corp HHC · Entity 15317 OtherCash Settled Total Return Swaps · Derivative 1 Not disclosed Strike: $35.26 Not disclosed
Disclosure

SEC source: 0001209191-13-035734 · c562999_4x0.xml · derivative · entry 5

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1

Underlying: Common stock, par value $0.01 per share · 3,789 shares

Expires 2015-10-29

F5 · kind: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F5 · shares: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F5 · price: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F5 · derivative.exercise_date: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it on this Form 4.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company ("INTL") (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS, PS II and Pershing Square International, the "Pershing Square Funds").

F3 · ownership.nature: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 27,790 shares from PS and 174,748 shares from Pershing Square International, for an aggregate purchase of 202,538 shares. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F4 · ownership.nature: In connection with a rebalancing of the Pershing Square Funds, the following transactions were consummated: PSH purchased 4,823 warrants from PS and 39,779 warrants from Pershing Square International, for an aggregate purchase of 44,602 warrants. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F5 · ownership.nature: Pershing Square International sold 28,709 notional shares to its counterparty and PS II purchased 28,709 notional shares from its counterparty. There was no change in the overall beneficial ownership of the Reporting Persons in connection with such transactions.

F6 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth in this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F7 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.

F8 · ownership.nature: The total return swaps set forth on Table II do not give the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
October 13, 2010 Filed Feb 14, 2011 19:32 UTC BEAM INC FO · Entity 16556 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $55.39 Not disclosed
Disclosure

SEC source: 0001209191-11-009396 · c12341_5x0.xml · derivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · See Remarks

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1

Underlying: Common Stock · 345,641 shares

Expires 2012-10-09

F6 · kind: Under the terms of the cash-settled total return swap (i) Pershing Square International will be obligated to pay to the counterparty any negative price performance of the 345,641 notional shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at the rates set forth in the applicable contract, and (ii) the counterparty will be obligated to pay to Pershing Square International any positive price performance of the 345,641 notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. Any dividends received by the counterparty on such notional shares of Common Stock during the term of the swap will be paid to Pershing Square International. All balances will be cash settled at the expiration date of the swap.

F6 · price: Under the terms of the cash-settled total return swap (i) Pershing Square International will be obligated to pay to the counterparty any negative price performance of the 345,641 notional shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at the rates set forth in the applicable contract, and (ii) the counterparty will be obligated to pay to Pershing Square International any positive price performance of the 345,641 notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. Any dividends received by the counterparty on such notional shares of Common Stock during the term of the swap will be paid to Pershing Square International. All balances will be cash settled at the expiration date of the swap.

F6 · derivative.exercise_date: Under the terms of the cash-settled total return swap (i) Pershing Square International will be obligated to pay to the counterparty any negative price performance of the 345,641 notional shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at the rates set forth in the applicable contract, and (ii) the counterparty will be obligated to pay to Pershing Square International any positive price performance of the 345,641 notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. Any dividends received by the counterparty on such notional shares of Common Stock during the term of the swap will be paid to Pershing Square International. All balances will be cash settled at the expiration date of the swap.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 5 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), 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 Capital and may be deemed to have a pecuniary interest in securities owned by it.

F2 · ownership.nature: Pershing Square Capital advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), and Pershing Square International, Ltd., a Cayman Islands exempted company ("Pershing Square International" together with PS and PS II, the "Pershing Square Funds").

F3 · ownership.nature: Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Table II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 5, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: The total return swaps set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

Read SEC document
September 30, 2010 Filed Oct 4, 2010 16:46 UTC BORDERS GROUP INC BGP · Entity 16843 OtherWarrants to purchase shares of common stock · Derivative 8,542,399 Not disclosed Strike: $0.65 Not disclosed
Disclosure

SEC source: 0001209191-10-048702 · c06569_4x0.xml · derivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

BGP Holdings Corp. · CIK 0001432266 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 25,944,236

Underlying: Common Stock · 8,542,399 shares

Expires 2014-10-09

F1 · kind: As a result of the application of certain anti-dilution adjustments provided for in the Warrant and Registration Rights Agreement, dated as of April 9, 2008, among Borders Group, Inc. ("BGP"), Computershare Inc. and Computershare Trust Company, N.A., as described in Amendment No. 12 to Schedule 13D filed by Pershing Square Capital Management, L.P. ("PS Capital") and others on September 30,2010, Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII") and BGP Holdings Corp. ("BGP Holdings") received warrants to purchase an aggregate of 8,542,399 shares of common stock of BGP.

F1 · price: As a result of the application of certain anti-dilution adjustments provided for in the Warrant and Registration Rights Agreement, dated as of April 9, 2008, among Borders Group, Inc. ("BGP"), Computershare Inc. and Computershare Trust Company, N.A., as described in Amendment No. 12 to Schedule 13D filed by Pershing Square Capital Management, L.P. ("PS Capital") and others on September 30,2010, Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII") and BGP Holdings Corp. ("BGP Holdings") received warrants to purchase an aggregate of 8,542,399 shares of common stock of BGP.

F2 · ownership.nature: In addition to PS Capital, this Form 4 is being filed jointly by BGP Holdings, which has the same business address as PS Capital, and PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities which may be deemed to be beneficially owned by the investment funds referred to hereon.

F3 · ownership.nature: The total amount of 25,944,236 warrants represents 10,274,798 warrants beneficially owned by PSI, 141,723 warrants beneficially owned by PSII and 15,527,715 warrants beneficially owned by BGP Holdings. Each of PSI and PSII is an investment fund for which PS Capital acts as investment adviser and therefore PS Capital may be deemed the beneficial owner of securities beneficially owned by them. Each of PSI and PSII has ownership interests in BGP Holdings and may be deemed beneficial owners of securities beneficially owned by it. PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it. (continued in footnote 4)

F4 · ownership.nature: PSGP is general partner of PSI and PSII and may be deemed beneficial owner of the securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them. Each of PS Capital, PS Management, PSGP, Mr. Ackman and BGP Holdings disclaims beneficial ownership of the securities reported hereon except to the extent of its or his pecuniary interest therein.

Read SEC document
May 21, 2010 Filed May 25, 2010 21:25 UTC BORDERS GROUP INC BGP · Entity 16843 OtherWarrants to purchase shares of common stock · Derivative 2,701,837 Not disclosed Strike: $0.65 Not disclosed
Disclosure

SEC source: 0001209191-10-030375 · c01720_4x0.xml · derivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

BGP Holdings Corp. · CIK 0001432266 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 17,401,837

Underlying: Common Stock · 2,701,837 shares

Expires 2014-10-09

F1 · kind: As a result of the application of certain anti-dilution adjustments provided for in the Warrant and Registration Rights Agreement, dated as of April 9, 2008 (the "Warrant Agreement"), among Borders Group, Inc. ("BGP"), Computershare Inc. and Computershare Trust Company, N.A., as described in Amendment No. 12 to Schedule 13D filed by Pershing Square Capital Management, L.P. ("PS Capital") and others on May 21, 2010, Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII") and BGP Holdings Corp. ("BGP Holdings") received warrants to purchase an aggregate of 2,701,837 shares of common stock of BGP.

F2 · kind: In addition, PSI and PSII will be issued warrants to purchase 8,542,399 shares of common stock of BGP at an exercise price of $0.65 per share, subject to adjustment as provided in the Warrant Agreement, concurrently with the issuance to LeBow Gamma Limited Partnership of a stock purchase warrant exercisable to acquire 35,130,000 shares of common stock of BGP or a stock appreciation right in lieu thereof.

F1 · price: As a result of the application of certain anti-dilution adjustments provided for in the Warrant and Registration Rights Agreement, dated as of April 9, 2008 (the "Warrant Agreement"), among Borders Group, Inc. ("BGP"), Computershare Inc. and Computershare Trust Company, N.A., as described in Amendment No. 12 to Schedule 13D filed by Pershing Square Capital Management, L.P. ("PS Capital") and others on May 21, 2010, Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII") and BGP Holdings Corp. ("BGP Holdings") received warrants to purchase an aggregate of 2,701,837 shares of common stock of BGP.

F2 · price: In addition, PSI and PSII will be issued warrants to purchase 8,542,399 shares of common stock of BGP at an exercise price of $0.65 per share, subject to adjustment as provided in the Warrant Agreement, concurrently with the issuance to LeBow Gamma Limited Partnership of a stock purchase warrant exercisable to acquire 35,130,000 shares of common stock of BGP or a stock appreciation right in lieu thereof.

F3 · ownership.nature: In addition to PS Capital, this Form 4 is being filed jointly by BGP Holdings, which has the same business address as PS Capital, and PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities which may be deemed to be beneficially owned by the investment funds referred to hereon.

F4 · ownership.nature: The total amount of 17,401,837 warrants represents 6,891,719 warrants beneficially owned by PSI, 95,059 warrants beneficially owned by PSII and 10,415,059 warrants beneficially owned by BGP Holdings. Each of PSI and PSII is an investment fund for which PS Capital acts as investment adviser and therefore PS Capital may be deemed the beneficial owner of securities beneficially owned by them. Each of PSI and PSII has ownership interests in BGP Holdings and may be deemed beneficial owners of securities beneficially owned by it.

F5 · ownership.nature: PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it. PSGP is general partner of PSI and PSII and may be deemed beneficial owner of the securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them. Each of PS Capital, PS Management, PSGP, Mr. Ackman and BGP Holdings disclaims beneficial ownership of the securities reported hereon except to the extent of its or his pecuniary interest therein.

Read SEC document
March 30, 2009 Filed Apr 1, 2009 16:25 UTC BORDERS GROUP INC BGP · Entity 16843 PurchaseCommon Stock 100 $0.65 $65.00
Disclosure

SEC source: 0001209191-09-019224 · c83426_4x0.xml · nonDerivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,597,980

F1 · kind: On March 30, 2009, Pershing Square, L.P. ("PSI") and Borders Group, Inc. ("BGP") entered into the Subscription and Purchase Agreement, whereby PSI subscribed for and purchased and BGP issued and sold to PSI 100 shares of common stock of BGP at a price of $0.65 per share. As a result of the foregoing transaction, the aggregate number of common stock of BGP reported on Table I, which may be deemed to be beneficially owned by the investment funds for which Pershing Square Capital Management, L.P. ("PS Capital") acts as investment adviser or management company, has changed from 10,597,880 shares to 10,597,980 shares.

F1 · balance_after: On March 30, 2009, Pershing Square, L.P. ("PSI") and Borders Group, Inc. ("BGP") entered into the Subscription and Purchase Agreement, whereby PSI subscribed for and purchased and BGP issued and sold to PSI 100 shares of common stock of BGP at a price of $0.65 per share. As a result of the foregoing transaction, the aggregate number of common stock of BGP reported on Table I, which may be deemed to be beneficially owned by the investment funds for which Pershing Square Capital Management, L.P. ("PS Capital") acts as investment adviser or management company, has changed from 10,597,880 shares to 10,597,980 shares.

F2 · ownership.nature: In addition to PS Capital, this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities which may be deemed to be beneficially owned by the investment funds referred to hereon.

F3 · ownership.nature: The total amount of 10,597,980 shares represents 100 shares held for the account of PSI, 79,433 shares held for the account of Pershing Square II, L.P. ("PSII") and 10,518,447 shares held for the account of Pershing Square International, Ltd. ("PSIL") (the shares held for the accounts of PSI, PSII and PSIL collectively, the "Subject Shares"), all of which are investment funds for which PS Capital acts as investment adviser or management company and therefore may be deemed the beneficial owner of the Subject Shares. Each of PSI, PSII and PSIL has ownership interests in BGP and may be deemed beneficial owners of such securities. PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it.

F4 · ownership.nature: PSGP is general partner of PSI and PSII and may be deemed beneficial owner of the securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them. Each of PS Capital, PS Management, PSGP and Mr. Ackman disclaims beneficial ownership of the securities reported hereon except to the extent of its or his pecuniary interest therein.

Read SEC document
December 03, 2008 Filed Dec 9, 2008 17:18 UTC BORDERS GROUP INC BGP · Entity 16843 SaleCommon Stock 5,257,659 $0.68 $3,575,208.12
Disclosure

SEC source: 0001209191-08-064901 · c78159_4x0.xml · nonDerivative · entry 2

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 10,597,880

F1 · kind: On December 3, 2008, Pershing Square GP, LLC ("PSGP") sold for the account of Pershing Square, L.P. ("PSI") 5,257,659 shares of common stock of Borders Group, Inc. ("BGP") to the account of Pershing Square International, Ltd. ("PSIL"). The aggregate number of securities which may be deemed to be beneficially owned by the investment funds for which Pershing Square Capital Management, L.P. ("PS Capital") acts as investment adviser or management company has not changed as a result of the transactions reported hereon.

F2 · ownership.nature: In addition to PS Capital, this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), PSGP and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities which may be deemed to be beneficially owned by the investment funds referred to hereon.

F3 · ownership.nature: The total amount of 10,597,880 shares represents 79,433 shares held for the account of Pershing Square II, L.P. ("PSII") and 10,518,447 shares held for the account of PSIL (the shares held for the accounts of PSII and PSIL collectively, the "Subject Shares"), all of which are investment funds for which PS Capital acts as investment adviser or management company and therefore may be deemed the beneficial owner of the Subject Shares. Each of PSI, PSII and PSIL has ownership interests in BGP and may be deemed beneficial owners of such securities.

F4 · ownership.nature: PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it. PSGP is general partner of PSI and PSII and may be deemed beneficial owner of the securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them. Each of PS Capital, PS Management, PSGP and Mr. Ackman disclaims beneficial ownership of the securities reported hereon except to the extent of its or his pecuniary interest therein.

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December 03, 2008 Filed Dec 9, 2008 17:18 UTC BORDERS GROUP INC BGP · Entity 16843 PurchaseCommon Stock 5,257,659 $0.68 $3,575,208.12
Disclosure

SEC source: 0001209191-08-064901 · c78159_4x0.xml · nonDerivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 10,597,880

F1 · kind: On December 3, 2008, Pershing Square GP, LLC ("PSGP") sold for the account of Pershing Square, L.P. ("PSI") 5,257,659 shares of common stock of Borders Group, Inc. ("BGP") to the account of Pershing Square International, Ltd. ("PSIL"). The aggregate number of securities which may be deemed to be beneficially owned by the investment funds for which Pershing Square Capital Management, L.P. ("PS Capital") acts as investment adviser or management company has not changed as a result of the transactions reported hereon.

F2 · ownership.nature: In addition to PS Capital, this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), PSGP and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities which may be deemed to be beneficially owned by the investment funds referred to hereon.

F3 · ownership.nature: The total amount of 10,597,880 shares represents 79,433 shares held for the account of Pershing Square II, L.P. ("PSII") and 10,518,447 shares held for the account of PSIL (the shares held for the accounts of PSII and PSIL collectively, the "Subject Shares"), all of which are investment funds for which PS Capital acts as investment adviser or management company and therefore may be deemed the beneficial owner of the Subject Shares. Each of PSI, PSII and PSIL has ownership interests in BGP and may be deemed beneficial owners of such securities.

F4 · ownership.nature: PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it. PSGP is general partner of PSI and PSII and may be deemed beneficial owner of the securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them. Each of PS Capital, PS Management, PSGP and Mr. Ackman disclaims beneficial ownership of the securities reported hereon except to the extent of its or his pecuniary interest therein.

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October 01, 2008 Filed Oct 3, 2008 15:25 UTC BORDERS GROUP INC BGP · Entity 16843 OtherWarrants to purchase shares of common stock · Derivative 5,150,000 Not disclosed Strike: $7.00 Not disclosed
Disclosure

SEC source: 0001209191-08-055118 · c75745_4x0.xml · derivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes 3 and 4 and 5

Disclosed balance after: 5,150,000

Underlying: Common Stock · 5,150,000 shares

Expires 2017-10-09

F1 · kind: In accordance with the terms of the Warrant Agreement referred to in Amendment No. 7 to Schedule 13D filed April 14, 2008 by PS Capital, and as consideration for certain transactions described therein, PS I, PSII and BGP (defined below) received warrants to purchase an aggregate of 5,150,000 shares of common stock.

F1 · price: In accordance with the terms of the Warrant Agreement referred to in Amendment No. 7 to Schedule 13D filed April 14, 2008 by PS Capital, and as consideration for certain transactions described therein, PS I, PSII and BGP (defined below) received warrants to purchase an aggregate of 5,150,000 shares of common stock.

F2 · derivative.exercise_date: PS Capital has agreed not to exercise any warrants or transfer any warrants or shares of common stock of the Issuer until the earlier of (i) January 1, 2009 and (ii) the public announcement of the Issuer's entry into a definitive agreement with respect to, or the completion of, a change of control or other extraordinary transaction involving the Issuer to which PS Capital is not a party, and not to exercise warrants if that would cause a "change of control" under the Issuer's existing credit facility.

F3 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F4 · ownership.nature: Represents 2,039,600 warrants beneficially owned by Pershing Square, L.P. ("PS"), 28,100 warrants beneficially owned by Pershing Square II, L.P. ("PSII") and 3,082,300 warrants beneficially owned by BGP Holdings Corp. ("BGP"). Each of PSI and PSII is an investment fund for which PS Capital acts as investment adviser and may be deemed the beneficial owner of securities beneficially owned by it. Each of PSI and PSII has ownership interests in BGP and may be deemed beneficial owners of securities beneficially owned by it.

F5 · ownership.nature: PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it. PSGP is general partner of PSI and PSII and may be deemed beneficial owner of securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them. Each of PS Capital, PS Management, PSGP and Mr. Ackman disclaims beneficial ownership of the securities reported hereon except to the extent of its or his pecuniary interest therein.

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April 09, 2008 Filed Apr 14, 2008 20:45 UTC BORDERS GROUP INC BGP · Entity 16843 OtherWarrants to purchase shares of common stock · Derivative 9,550,000 Not disclosed Strike: $7.00 Not disclosed
Disclosure

SEC source: 0001005477-08-002914 · edgar123.xml · derivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

BGP Holdings Corp. · CIK 0001432266 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 9,550,000

Underlying: Common Stock · 9,550,000 shares

Expires 2014-10-09

F1 · kind: In consideration for certain transactions described in PS Capital's Amendment No. 7 to Schedule 13D filed April 14, 2008, PS I, PSII and BGP (defined below) received warrants to purchase an aggregate of 9,550,000 shares of common stock.

F1 · price: In consideration for certain transactions described in PS Capital's Amendment No. 7 to Schedule 13D filed April 14, 2008, PS I, PSII and BGP (defined below) received warrants to purchase an aggregate of 9,550,000 shares of common stock.

F2 · derivative.exercise_date: PS Capital has agreed not to exercise any warrants or transfer any warrants or shares of common stock of the Issuer until the earlier of (i) January 1, 2009 and (ii) the public announcement of the Issuer's entry into a definitive agreement with respect to, or the completion of, a change of control or other extraordinary transaction involving the Issuer to which PS Capital is not a party, and not to exercise warrants if that would cause a "change of control" under the Issuer's existing credit facility.

F3 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP"), BGP Holdings Corp. ("BGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F4 · ownership.nature: Represents 3,782,100 warrants beneficially owned by Pershing Square, L.P. ("PSI"), 52,200 warrants beneficially owned by Pershing Square II, L.P. ("PSII") and 5,715,700 warrants beneficially owned by BGP. Each of PSI and PSII is an investment fund for which PS Capital acts as investment adviser and may be deemed the beneficial owner of securities beneficially owned by it. Each of PSI and PSII has ownership interests in BGP and may be deemed beneficial owners of securities beneficially owned by it. PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it. PSGP is general partner of PSI and PSII and may be deemed beneficial owner of securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them.

F5 · ownership.nature: Each of PS Capital, PS Management, PSGP, BGP and Mr. Ackman disclaims beneficial ownership of the securities reported hereon except to the extent of its or his pecuniary interest therein.

Read SEC document
January 17, 2008 Filed Jan 18, 2008 20:29 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.99 Not disclosed
Disclosure

SEC source: 0001005477-08-000348 · edgar123.xml · derivative · entry 3

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Notes

Disclosed balance after: 13

Underlying: Common Stock · 6,021 shares

Expires 2009-08-05

F3 · kind: The third swap (the "Third Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSII is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 6,021 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSII any positive price performance over $9.99 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap.

F3 · price: The third swap (the "Third Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSII is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 6,021 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSII any positive price performance over $9.99 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap.

F3 · derivative.exercise_date: The third swap (the "Third Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSII is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 6,021 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSII any positive price performance over $9.99 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F4 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F5 · ownership.nature: PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
January 17, 2008 Filed Jan 18, 2008 20:29 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.99 Not disclosed
Disclosure

SEC source: 0001005477-08-000348 · edgar123.xml · derivative · entry 2

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Notes

Disclosed balance after: 12

Underlying: Common Stock · 619,419 shares

Expires 2009-08-05

F2 · kind: The second swap (the "Second Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 619,419 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.99 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap.

F2 · price: The second swap (the "Second Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 619,419 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.99 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap.

F2 · derivative.exercise_date: The second swap (the "Second Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 619,419 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.99 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F4 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F5 · ownership.nature: PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
January 17, 2008 Filed Jan 18, 2008 20:29 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.99 Not disclosed
Disclosure

SEC source: 0001005477-08-000348 · edgar123.xml · derivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Notes

Disclosed balance after: 11

Underlying: Common Stock · 438,723 shares

Expires 2009-08-05

F1 · kind: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · price: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · derivative.exercise_date: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F4 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.

F5 · ownership.nature: PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
January 14, 2008 Filed Jan 14, 2008 21:46 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.36 Not disclosed
Disclosure

SEC source: 0001005477-08-000267 · edgar123.xml · derivative · entry 7

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 10

Underlying: Common Stock · 1,736 shares

Expires 2009-08-05

F7 · kind: The seventh swap (the "Seventh Swap") was entered into on January 14, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSII is obligated to pay to the counterparty any negative price performance under $9.36 for each of the 1,736 notional BGP common shares subject to the swap (the "Seventh Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSII any positive price performance over $9.36 for each of the Seventh Swap Reference Shares, plus any dividends paid during the life of the swap.

F7 · price: The seventh swap (the "Seventh Swap") was entered into on January 14, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSII is obligated to pay to the counterparty any negative price performance under $9.36 for each of the 1,736 notional BGP common shares subject to the swap (the "Seventh Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSII any positive price performance over $9.36 for each of the Seventh Swap Reference Shares, plus any dividends paid during the life of the swap.

F7 · derivative.exercise_date: The seventh swap (the "Seventh Swap") was entered into on January 14, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSII is obligated to pay to the counterparty any negative price performance under $9.36 for each of the 1,736 notional BGP common shares subject to the swap (the "Seventh Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSII any positive price performance over $9.36 for each of the Seventh Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F8 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein.

F9 · ownership.nature: PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein. PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
January 14, 2008 Filed Jan 14, 2008 21:46 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.36 Not disclosed
Disclosure

SEC source: 0001005477-08-000267 · edgar123.xml · derivative · entry 6

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 9

Underlying: Common Stock · 178,703 shares

Expires 2009-08-05

F6 · kind: The sixth swap (the "Sixth Swap") was entered into on January 14, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.36 for each of the 178,703 notional BGP common shares subject to the swap (the "Sixth Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.36 for each of the Sixth Swap Reference Shares, plus any dividends paid during the life of the swap.

F6 · price: The sixth swap (the "Sixth Swap") was entered into on January 14, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.36 for each of the 178,703 notional BGP common shares subject to the swap (the "Sixth Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.36 for each of the Sixth Swap Reference Shares, plus any dividends paid during the life of the swap.

F6 · derivative.exercise_date: The sixth swap (the "Sixth Swap") was entered into on January 14, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.36 for each of the 178,703 notional BGP common shares subject to the swap (the "Sixth Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.36 for each of the Sixth Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F8 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein.

F9 · ownership.nature: PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein. PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
January 14, 2008 Filed Jan 14, 2008 21:46 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.36 Not disclosed
Disclosure

SEC source: 0001005477-08-000267 · edgar123.xml · derivative · entry 5

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8

Underlying: Common Stock · 126,461 shares

Expires 2009-08-05

F5 · kind: The fifth swap (the "Fifth Swap") was entered into on January 14, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.36 for each of the 126,461 notional BGP common shares subject to the swap (the "Fifth Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.36 for each of the Fifth Swap Reference Shares, plus any dividends paid during the life of the swap.

F5 · price: The fifth swap (the "Fifth Swap") was entered into on January 14, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.36 for each of the 126,461 notional BGP common shares subject to the swap (the "Fifth Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.36 for each of the Fifth Swap Reference Shares, plus any dividends paid during the life of the swap.

F5 · derivative.exercise_date: The fifth swap (the "Fifth Swap") was entered into on January 14, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.36 for each of the 126,461 notional BGP common shares subject to the swap (the "Fifth Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.36 for each of the Fifth Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F8 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein.

F9 · ownership.nature: PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein. PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
January 11, 2008 Filed Jan 14, 2008 21:46 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.29 Not disclosed
Disclosure

SEC source: 0001005477-08-000267 · edgar123.xml · derivative · entry 4

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 7

Underlying: Common Stock · 366,526 shares

Expires 2009-08-05

F4 · kind: The fourth swap (the "Fourth Swap") was entered into on January 11, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.29 for each of the 366,526 notional BGP common shares subject to the swap (the "Fourth Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.29 for each of the Fourth Swap Reference Shares, plus any dividends paid during the life of the swap.

F4 · price: The fourth swap (the "Fourth Swap") was entered into on January 11, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.29 for each of the 366,526 notional BGP common shares subject to the swap (the "Fourth Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.29 for each of the Fourth Swap Reference Shares, plus any dividends paid during the life of the swap.

F4 · derivative.exercise_date: The fourth swap (the "Fourth Swap") was entered into on January 11, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.29 for each of the 366,526 notional BGP common shares subject to the swap (the "Fourth Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.29 for each of the Fourth Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F8 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein.

F9 · ownership.nature: PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein. PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
January 11, 2008 Filed Jan 14, 2008 21:46 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.29 Not disclosed
Disclosure

SEC source: 0001005477-08-000267 · edgar123.xml · derivative · entry 3

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 6

Underlying: Common Stock · 268,474 shares

Expires 2009-08-05

F3 · kind: The third swap (the "Third Swap") was entered into on January 11, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.29 for each of the 268,474 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.29 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap.

F3 · price: The third swap (the "Third Swap") was entered into on January 11, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.29 for each of the 268,474 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.29 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap.

F3 · derivative.exercise_date: The third swap (the "Third Swap") was entered into on January 11, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.29 for each of the 268,474 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.29 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F8 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein.

F9 · ownership.nature: PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein. PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
January 10, 2008 Filed Jan 14, 2008 21:46 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.93 Not disclosed
Disclosure

SEC source: 0001005477-08-000267 · edgar123.xml · derivative · entry 2

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 5

Underlying: Common Stock · 343,400 shares

Expires 2009-08-05

F2 · kind: The second swap (the "Second Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 343,400 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.93 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap.

F2 · price: The second swap (the "Second Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 343,400 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.93 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap.

F2 · derivative.exercise_date: The second swap (the "Second Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSIL is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 343,400 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSIL any positive price performance over $9.93 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F8 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein.

F9 · ownership.nature: PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein. PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
January 10, 2008 Filed Jan 14, 2008 21:46 UTC BORDERS GROUP INC BGP · Entity 16843 OtherTotal Return Swap · Derivative 1 Not disclosed Strike: $9.93 Not disclosed
Disclosure

SEC source: 0001005477-08-000267 · edgar123.xml · derivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4

Underlying: Common Stock · 256,600 shares

Expires 2009-08-05

F1 · kind: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · price: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · derivative.exercise_date: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · balance_after: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F1 · ownership.direct: The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. (PSII), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 10, 2008 and expires on August 5, 2009. Under the terms of the swap (i) PSI is obligated to pay to the counterparty any negative price performance under $9.93 for each of the 256,600 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty is obligated to pay to PSI any positive price performance over $9.93 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.

F8 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC (PSGP), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein.

F9 · ownership.nature: PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein. PSGP is the general manager of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
November 27, 2007 Filed Nov 29, 2007 16:09 UTC BORDERS GROUP INC BGP · Entity 16843 PurchaseCommon Stock 42,300 $12.06 $510,138.00
Disclosure

SEC source: 0001005477-07-009905 · edgar123.xml · nonDerivative · entry 2

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes (1), (2) and (3)

Disclosed balance after: 10,597,880

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F2 · ownership.nature: The total amount of 10,597,880 shares represents 5,257,659 shares held for the account of Pershing Square, L.P. ("PSI"), 79,433 shares held for the account of Pershing Square II, L.P. ("PSII") and 5,260,788 shares held for the account of Pershing Square International, Ltd. ("PSIL") (the shares held for the accounts of PSI, PSII and PSIL collectively, the "Subject Shares"), all of which are investment funds for which PS Capital acts as investment adviser or management company and therefore may be deemed the beneficial owner of the Subject Shares. PS Management is the general partner of PS Capital and therefore may be deemed the beneficial owner of the Subject Shares. PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the shares held for the accounts of PSI and PSII. (Continued to footnote 3)

F3 · ownership.nature: (Continued from footnote 2) Mr. Ackman is the managing member of PSGP and PS Management and therefore may be deemed the beneficial owner of the Subject Shares. Each of PS Capital, PS Management, PSGP and Ackman disclaims beneficial ownership of the securities reported in this Form 4, except to the extent of its or his pecuniary interest therein, if any.

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November 26, 2007 Filed Nov 29, 2007 16:09 UTC BORDERS GROUP INC BGP · Entity 16843 PurchaseCommon Stock 480,000 $12.13 $5,822,400.00
Disclosure

SEC source: 0001005477-07-009905 · edgar123.xml · nonDerivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes (1), (2) and (3)

Disclosed balance after: 10,555,580

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F2 · ownership.nature: The total amount of 10,597,880 shares represents 5,257,659 shares held for the account of Pershing Square, L.P. ("PSI"), 79,433 shares held for the account of Pershing Square II, L.P. ("PSII") and 5,260,788 shares held for the account of Pershing Square International, Ltd. ("PSIL") (the shares held for the accounts of PSI, PSII and PSIL collectively, the "Subject Shares"), all of which are investment funds for which PS Capital acts as investment adviser or management company and therefore may be deemed the beneficial owner of the Subject Shares. PS Management is the general partner of PS Capital and therefore may be deemed the beneficial owner of the Subject Shares. PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the shares held for the accounts of PSI and PSII. (Continued to footnote 3)

F3 · ownership.nature: (Continued from footnote 2) Mr. Ackman is the managing member of PSGP and PS Management and therefore may be deemed the beneficial owner of the Subject Shares. Each of PS Capital, PS Management, PSGP and Ackman disclaims beneficial ownership of the securities reported in this Form 4, except to the extent of its or his pecuniary interest therein, if any.

Read SEC document
February 28, 2007 Filed Mar 1, 2007 15:58 UTC CERIDIAN CORP /DE/ CEN · Entity 17329 PurchaseCommon Stock 808,400 $32.59 $26,347,615.32
Disclosure

SEC source: 0001005477-07-001736 · edgar123.xml · nonDerivative · entry 1

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 20,532,734

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F2 · ownership.nature: Represents 8,980,821 shares held for the account of Pershing Square, L.P. ("PSI"), 111,899 shares held for the account of Pershing Square II, L.P. ("PSII") and 11,440,014 shares held for the account of Pershing Square International, Ltd. ("PSIL"). Each of PSI, PSII and PSIL is an investment fund for which PS Capital acts as investment advisor and may be deemed the beneficial owner of securities beneficially owned by it. PS Management is general partner of PS Capital and may be deemed beneficial owner of securities beneficially owned by it. PSGP is general partner of PSI and PSII and may be deemed beneficial owner of securities beneficially owned by them. Mr. Ackman is the managing member of PSGP and PS Management and may be deemed beneficial owner of securities beneficially owned by them. Each of PS Capital, PS Management, PSGP and Mr. Ackman disclaims beneficial ownership of the securities reported in this Form 4 except to the extent of its or his pecuniary interest therein.

Read SEC document
February 27, 2007 Filed Feb 28, 2007 20:46 UTC CERIDIAN CORP /DE/ CEN · Entity 17329 OtherAmerican-style Call Option · Derivative 200,000 Not disclosed Strike: $24.44 Not disclosed
Disclosure

SEC source: 0001005477-07-001727 · edgar123.xml · derivative · entry 12

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 200,000 shares

Expires 2009-02-19

F3 · kind: Each of PSI, PSII and PSIL received an early exercise payment in connection with the early exercise of the options reported in this Table II.

F7 · price: N/A.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F5 · ownership.nature: Represents 87,583 options beneficially owned by PSI, 1,058 options beneficially owned by PSII and 111,359 options beneficially owned by PSIL.

Read SEC document
February 27, 2007 Filed Feb 28, 2007 20:46 UTC CERIDIAN CORP /DE/ CEN · Entity 17329 OtherAmerican-style Call Option · Derivative 200,000 Not disclosed Strike: $24.44 Not disclosed
Disclosure

SEC source: 0001005477-07-001727 · edgar123.xml · derivative · entry 11

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 200,000 shares

Expires 2009-02-12

F3 · kind: Each of PSI, PSII and PSIL received an early exercise payment in connection with the early exercise of the options reported in this Table II.

F7 · price: N/A.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F5 · ownership.nature: Represents 87,583 options beneficially owned by PSI, 1,058 options beneficially owned by PSII and 111,359 options beneficially owned by PSIL.

Read SEC document
February 27, 2007 Filed Feb 28, 2007 20:46 UTC CERIDIAN CORP /DE/ CEN · Entity 17329 OtherAmerican-style Call Option · Derivative 200,000 Not disclosed Strike: $24.44 Not disclosed
Disclosure

SEC source: 0001005477-07-001727 · edgar123.xml · derivative · entry 10

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 200,000 shares

Expires 2009-02-05

F3 · kind: Each of PSI, PSII and PSIL received an early exercise payment in connection with the early exercise of the options reported in this Table II.

F7 · price: N/A.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F5 · ownership.nature: Represents 87,583 options beneficially owned by PSI, 1,058 options beneficially owned by PSII and 111,359 options beneficially owned by PSIL.

Read SEC document
February 27, 2007 Filed Feb 28, 2007 20:46 UTC CERIDIAN CORP /DE/ CEN · Entity 17329 OtherAmerican-style Call Option · Derivative 200,000 Not disclosed Strike: $24.44 Not disclosed
Disclosure

SEC source: 0001005477-07-001727 · edgar123.xml · derivative · entry 9

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 200,000 shares

Expires 2009-01-29

F3 · kind: Each of PSI, PSII and PSIL received an early exercise payment in connection with the early exercise of the options reported in this Table II.

F7 · price: N/A.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F5 · ownership.nature: Represents 87,583 options beneficially owned by PSI, 1,058 options beneficially owned by PSII and 111,359 options beneficially owned by PSIL.

Read SEC document
February 27, 2007 Filed Feb 28, 2007 20:46 UTC CERIDIAN CORP /DE/ CEN · Entity 17329 OtherAmerican-style Call Option · Derivative 200,000 Not disclosed Strike: $24.44 Not disclosed
Disclosure

SEC source: 0001005477-07-001727 · edgar123.xml · derivative · entry 8

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 200,000 shares

Expires 2009-01-22

F3 · kind: Each of PSI, PSII and PSIL received an early exercise payment in connection with the early exercise of the options reported in this Table II.

F7 · price: N/A.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F5 · ownership.nature: Represents 87,583 options beneficially owned by PSI, 1,058 options beneficially owned by PSII and 111,359 options beneficially owned by PSIL.

Read SEC document
February 27, 2007 Filed Feb 28, 2007 20:46 UTC CERIDIAN CORP /DE/ CEN · Entity 17329 OtherAmerican-style Call Option · Derivative 600,000 Not disclosed Strike: $24.26 Not disclosed
Disclosure

SEC source: 0001005477-07-001727 · edgar123.xml · derivative · entry 7

Pershing Square Capital Management, L.P. · CIK 0001336528 · 10% owner

PS Management GP, LLC · CIK 0001336477 · 10% owner

Pershing Square GP, LLC · CIK 0001336476 · 10% owner

ACKMAN WILLIAM A · CIK 0001056513 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 600,000 shares

Expires 2009-02-19

F3 · kind: Each of PSI, PSII and PSIL received an early exercise payment in connection with the early exercise of the options reported in this Table II.

F7 · price: N/A.

F1 · ownership.nature: In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman, each of whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in securities beneficially owned by the investment funds referred to herein.

F4 · ownership.nature: Represents 258,306 options beneficially owned by PSI, 2,423 options beneficially owned by PSII and 339,271 options beneficially owned by PSIL.

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.