sc13g_a.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
 
 
The Macerich Company
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
554382101
(CUSIP Number)
 
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
£           Rule 13d-1(b)
 
T           Rule 13d-1(c)
 
£           Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

CUSIP No. 554382101
 
1.
NAMES OF REPORTING PERSONS
GIC Private Limited
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) £
(b) £
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
537,911
6.
SHARED VOTING POWER
8,655,053
7.
SOLE DISPOSITIVE POWER
537,911
8.
SHARED DISPOSITIVE POWER
8,655,053
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,192,964
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.40%‡
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

‡ Percentage is based on 143,725,077 shares of common stock outstanding as of November 1, 2016 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016.

 
 
 

CUSIP No. 554382101
 
1.
NAMES OF REPORTING PERSONS
GIC Real Estate Private Limited
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) £
(b) £
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
8,566,634
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
8,566,634
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,566,634
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.96%‡
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

‡ Percentage is based on 143,725,077 shares of common stock outstanding as of November 1, 2016 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016.
 
 
 
 

CUSIP No. 554382101
 
1.
NAMES OF REPORTING PERSONS
GIC Real Estate, Inc.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) £
(b) £
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
8,566,634
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
8,566,634
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,566,634
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.96%‡
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

‡ Percentage is based on 143,725,077 shares of common stock outstanding as of November 1, 2016 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016.

 
 
 

CUSIP No. 554382101
 
1.
NAMES OF REPORTING PERSONS
US Shops LLC
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) £
(b) £
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
8,566,634
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
8,566,634
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,566,634
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.96%‡
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

‡ Percentage is based on 143,725,077 shares of common stock outstanding as of November 1, 2016 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016.

 
 
 
 
Item 1(a).     
 
Name of Issuer:
 
   
 
The Macerich Company
 
   
Item 1(b).
 
Address of Issuer’s Principal Executive Offices:
 
   
 
401 Wilshire Boulevard, Suite 700
 
 
Santa Monica, California 90401
 
   
Item 2(a).
 
Name of Person Filing:
 
   
 
GIC Private Limited
 
GIC Real Estate Private Limited
 
GIC Real Estate, Inc.
  US Shops LLC
   
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which was filed as Exhibit A to the Statement on Schedule 13G filed by the Reporting Persons on September 23, 2016 with respect to the Common Stock of The Macerich Company (the “Schedule 13G”), and is incorporated herein by reference.  Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Amendment No. 1 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.  The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.
   
Item 2(b).
 
Address of Principal Business Office or, if none, Residence:
 
   
 
GIC Private Limited:
   
 
168 Robinson Road
 
#37-01 Capital Tower
 
Singapore 068912
   
   
 
GIC Real Estate Private Limited:
   
 
c/o GIC Private Limited
 
168 Robinson Road
 
#37-01 Capital Tower
 
Singapore 068912
   
   
 
GIC Real Estate, Inc.:
   
 
One Bush Street, Suite 1100
 
San Francisco, California 94104
   
   
 
US Shops LLC:
   
 
c/o GIC Real Estate, Inc.
 
One Bush Street, Suite 1100
 
San Francisco, California 94104
   
Item 2(c).  
 
Citizenship:
 
   
 
GIC Private Limited – Singapore
 
GIC Real Estate Private Limited – Singapore
 
 
 
 

 
GIC Real Estate, Inc. – Delaware
 
US Shops LLC – Delaware
 
   
Item 2(d).  
 
Title of Class of Securities:
 
       
 
Common Stock
 
       
Item 2(e). 
 
CUSIP Number:
 
       
 
554382101
 
       
Item 3.
 
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
       
 
(a) 
 
 [  ]  
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
 
(b)
 
 [  ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
(c)
 
 [  ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
 
(d)
 
 [  ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
 
 
(e)  
 
 [  ]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
 
(f)  
 
 [  ]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
 
(g)  
 
 [  ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
(h)  
 
 [  ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)  
 
 [  ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
(j)  
 
 [  ]
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
 
(k)  
 
 [  ]
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
       
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:  ________________
 
   
Item 4.  
 
Ownership.
 
   
The aggregate number of securities and percentages of the class of securities of the Issuer beneficially owned by the Reporting Persons named in Item 2(a), as well as the number of securities as to which such persons are deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or direct the disposition, is set forth in the following table:

   
Number of Shares
  
   
No. of Shares Beneficially Owned
    
Power to Vote
    
Power to Dispose
    
Percent of Class
  
Reporting Person  
Sole
    
Shared
    
Sole
    
Shared
  
GIC Private Limited
     9,192,964       537,911 1     8,655,053 1,2     537,911 1     8,655,053 1,2     6.40 %
GIC Real Estate Private Limited
     8,566,634       0       8,566,634 2     0       8,566,634 2     5.96 %
GIC Real Estate, Inc.
     8,566,634       0       8,566,634 2     0       8,566,634 2     5.96 %
US Shops LLC
     8,566,634       0       8,566,634 2     0       8,566,634 2     5.96 %
 
 
 
 

1 GIC Private Limited (“GIC”) is a fund manager and only has two clients: the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and the sole power to dispose of  537,911 shares beneficially owned by it. GIC shares power to vote and dispose of  88,419 shares beneficially owned by it with MAS.
 
2 8,566,634 shares are held directly by US Shops LLC (“US Shops”). GIC Real Estate, Inc. (“GIC RE Inc.”), the investment manager for US Shops, has the power to vote and dispose of such shares.  GIC RE Inc. shares such powers with GIC Real Estate Private Limited (“GIC RE Pte Ltd”) and GIC.  Each of US Shops, GIC RE Inc., GIC RE Pte Ltd and GIC disclaims membership in a group.
 
Item 5.  
 
Ownership of Five Percent or Less of a Class.
 
   
 
Not applicable.
 
   
Item 6.
 
Ownership of More than Five Percent on Behalf of Another Person.
 
   
 
Not applicable.
 
   
Item 7.
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
   
 
Not applicable.
 
   
Item 8.
 
Identification and Classification of Members of the Group.
 
   
 
Not applicable.
 
   
Item 9.   
 
Notice of Dissolution of Group.
 
   
 
Not applicable.
 
   
Item 10. 
 
Certifications.
 
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 

 
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 3, 2017
 
 
GIC PRIVATE LIMITED
       
       
 
By:  
 /s/ Jimmy Teo Poh Leong  
   
Name: Jimmy Teo Poh Leong
   
Title: Senior Vice President
       
 
By:
  /s/ Carol Tan Siew Shean  
   
Name: Carol Tan Siew Shean
   
Title: Senior Vice President
       
       
 
GIC REAL ESTATE PRIVATE LIMITED
       
       
 
By:
  /s/ Goh Kok Huat  
   
Name: Goh Kok Huat
   
Title: Managing Director
       
       
 
GIC REAL ESTATE, INC.
       
       
 
By:
  /s/ Steven Sinnett  
   
Name: Steven Sinnett
   
Title: Senior Vice President
       
 
By:
  /s/ Kristin Leung  
   
Name: Kristin Leung
   
Title: Senior Vice President
       
       
 
US SHOPS LLC
       
       
 
By:
  /s/ Steven Sinnett  
   
Name: Steven Sinnett
   
Title: Authorized signatory
       
 
By:
  /s/ Kristin Leung  
   
Name: Kristin Leung
   
Title: Authorized signatory


 
 
 

Exhibit Index

Exhibit A   
 
Joint Filing Agreement, dated September 23, 2016, entered into by GIC Private Limited, GIC Real Estate Private Limited, GIC Real Estate, Inc. and US Shops LLC (incorporated by reference to Exhibit A to the Statement on Schedule 13G, filed by the Reporting Persons on September 23, 2016).