Exhibit 4.1


 


BROOKFIELD HOMES CORPORATION LETTER OF TRANSMITTAL


 


	
   

  	
   

  	
  2

  	
  SUBSTITUTE
  FORM W-9

  	
   

  
	
  THIS LETTER OF TRANSMITTAL,
  INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS
  LETTER OF TRANSMITTAL IS COMPLETED.

   

  Brookfield Homes Corporation is conducting a rights
  offering (the “Rights Offering”) which entitles the holders of shares of the
  Company’s common stock (the “Stock”), as of the close of business on
  April 3, 2009 (the “Record Date”) to receive 0.3735701 Rights (each a
  “Right”) for each share of Stock held of record on the Record Date subject to
  adjustment to eliminate fractional Rights (the “Basic Subscription
  Privilege”). Each whole Right will entitle the Holder to subscribe for and
  purchase one share of 8% Convertible Preferred Stock, Series A, par
  value $0.01 per share (the “Preferred Stock”) at a subscription price of
  $25.00 per share of Preferred Stock. The shares of Preferred Stock will be convertible
  into shares of Stock at a conversion rate of 3.571428571 shares of Stock per
  share of Preferred Stock.

  	
   

  	
  PLEASE
  CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW.

  
	
   

  For a more complete description of the terms and
  conditions of the Rights Offering, please refer to the 

  	
   

  	
  If the Taxpayer ID
  Number  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prospectus dated RECORD DATE (the “Prospectus”),
  which is incorporated herein by reference. Copies of the 

  	
   

  	
  printed above is INCORRECT   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prospectus are available upon request fromBNY Mellon
  Shareowner Services (toll free (866) 205-7208).

  	
   

  	
  OR if the space is BLANK write 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  I hereby irrevocably subscribe for the number of
  shares of Preferred Stock indicated on the form upon the terms and 

  	
   

  	
  in the CORRECT number here.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  conditions specified in the Prospectus relating
  thereto. Receipt of the Prospectus is hereby acknowledged.

   

  	
   

  	
  Under penalties of
  perjury. I certify that:

  1. The number shown on this form is my
  correct taxpayer identification number (or I am waiting for a number to be
  issued to me), and

  2. I am not subject to backup withholding
  because: (a) I am exempt
  from backup withholding, or (b) I
  have not been notified by the Internal Revenue Service (IRS) that I amsubject
  to backup withholding as a result of a failure to report all interest or
  dividends, or (c) the IRS
  has notified me that I am no longer subject to backup withholding, and

  3. I am a U.S. person (including a U.S.
  resident alien). Certification
  instructions. You must cross out item2 above if you have been
  notified by the IRS that you are currently subject to backup withholding
  because you have failed to report all interest and dividends on your tax
  return.

   

  Signature:                                                                                        Date:                                         

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SEE INSTRUCTIONS
  ON THE REVERSE SIDE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  3

  	
   

  	
  BASIC SHARES OF PREFERRED 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STOCK TO SUBSCRIBE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WHOLE
  SHARES OF 

  PREFERRED STOCK

   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  Signature: This form must be signed by the registered holder(s) exactly as
  their name(s) appears on the certificate(s)

  	
   

  	
   

  	
  4

  	
   

  	
  OVER SUBSCRIPTION FOR SHARES 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  or by person(s) authorized to sign on behalf of
  the registered holder(s) by documents transmitted herewith.

  	
   

  	
   

  	
   

  	
  OF PREFERRED STOCK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  X

  	
                                              |                      |                                      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  WHOLE
  SHARES OF 

  PREFERRED STOCK

  	
   

  
	
   Signature of Stockholder                                                       Date                                        Daytime
  Telephone #

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  X

  	
                                              |                      |                                      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Signature of Stockholder                                                       Date                                        Daytime
  Telephone #

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   ENCLOSED IS MY CHECK FOR $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUBSCRIPTION
  CERTIFICATE NUMBER

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CUSIP NUMBER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BASIC
  SHARES OF PREFERRED 

  STOCK TO SUBSCRIBE

  	
   

  	
  RIGHTS

  	
   

  	
  RECORD DATE SHARES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BROOKFIELD HOMES CORPORATION 

  SUBSCRIPTION FOR RIGHTS OFFERING 

  RECORD DATE APRIL 3, 2009

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   A.

  	
  Number of shares of
  Preferred Stock subscribed for through the Basic Subscription Privilege (not
  to exceed one share of Preferred Stock for each whole  Right held):                                                 shares
  of Preferred Stock

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   B.

  	
  Number
  of shares of Preferred Stock subscribed for through the over-subscription
  privilege (up to the number of shares of Preferred Stock subscribed for
  through the Basic Subscription Privilege, and the Basic Subscription must be
  fully exercised):                                                                                                               shares
  of Preferred Stock

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   C.

  	
  Total Subscription Price
  (sum lines A and B multiplied by $25.00): $                                         

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   D.

  	
  Please enclose a Certified
  or Cashier’s check or money order payable in United States dollars to The
  Bank of New York Mellon

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  _______________________________________________________________________________________________________

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOWTO CONTACT BNY MELLON SHAREOWNER SERVICES

   

  By Telephone – 9 a.m. to 6 p.m. New York Time, Monday
  through Friday, except for bank holidays:

   

  From within the U.S., Canada or Puerto Rico

  1-866-205-7208
  (Toll Free) 

  From
  outside the U.S.

  1-201-680-6579
  (Collect)

   

  SUBSCRIPTION 
  TO PURCHASE  SHARES OF PREFERRED
  STOCK OF BROOKFIELD  HOMES CORPORATION
  RETURN  TO: THE BANK  OF NEW YORK MELLON C/O BNY MELLON
  SHAREOWNER  SERVICES

   

  WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By Mail:

  	
   

  	
  By
  Overnight Courier or By Hand:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BNY Mellon Shareowner
  Services

  	
   

  	
  BNY Mellon Shareowner
  Services 

  	
   

  	
   

  
	
   

  	
   

  	
  Attn: Corporate Action
  Dept.

  	
   

  	
  Attn: Corporate Action Dept.,
  27th Floor 

  	
   

  	
   

  
	
   

  	
   

  	
  P.O. Box 3301

  	
   

  	
  480 Washington Boulevard

  	
   

  	
   

  
	
   

  	
   

  	
  South Hackensack, NJ 07606

  	
   

  	
  Jersey City, NJ 07310

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK
  CITY TIME, ON APRIL 27, 2009 AND THIS SUBSCRIPTION CERTIFICATE IS VOID
  THEREAFTER.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
																																							



 

















 


RESTRICTED AREA DO NOT


PRINT AND/OR WRITE IN THIS BLANK SPACE.


 


COMPLETE ALL APPLICABLE SECTIONS OF THIS
FORM USING THE INSTRUCTIONS BELOW.


 


	
  1

  	
  Sign and date Box 1 and
  include your day time phone number.

  
	
   

  	
   

  
	
  2

  	
  PLEASE
  SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer.  If the Taxpayer ID or Social Security
  Number is incorrect or blank, write the corrected number in Box 2 and sign to
  certify. Please note that BNY Mellon Shareowner Services may withhold 28% of
  your proceeds as required by the IRS if the Taxpayer ID or Social Security
  Number is not certified on our records. If you are a non - U.S. Taxpayer,
  please complete and return form W-8BEN.

  
	
   

  	
   

  
	
  3

  	
  Place an x in the box and fill in the number of whole
  shares of Preferred Stock you wish to subscribe for under your Basic
  Subscription Privilege.

  
	
   

  	
   

  
	
  4

  	
  Place an x  in the box and fill in the number of whole
  shares of Preferred Stock you wish to subscribe for under your over-subscription
  privilege. (Up to the number of shares of Preferred Stock subscribed for
  through the Basic Subscription Privilege, and the Basic Subscription must be
  fully exercised).

  
	
   

  	
   

  
	
  5

  	
  Rights card and
  calculation section for determining your basic/oversubscription privileges.

  



 


 


THIS RIGHTS OFFERING HAS
BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM QUALIFICATION ONLY UNDER THE
FEDERAL LAWS OF THE UNITED STATES, THE LAWS OF THE STATES IN THE UNITED STATES
AND THE LAWS OF THE PROVINCES OF CANADA. RESIDENTS OF OTHER JURISDICTIONS
MAY NOT PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY ESTABLISH TO
THE SATISFACTION OF THE SUBSCRIPTION AGENT THAT THEY ARE PERMITTED TO EXERCISE
THEIR SUBSCRIPTION RIGHTS UNDER APPLICABLE LAW.


 


THIS RIGHTS
OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 27, 2009 AND
THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.