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Filing Details

Accession Number:: 0001144204-15-043744
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-07-22 18:49:02
Reporting Period:: 2015-07-08

Filing Date:: 2015-07-22
Accepted Time:: 2015-07-22 18:49:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1628063	Seritage Growth Properties	SRG	Real Estate (6500)	472532864

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1255159	C Kenneth Griffin	C/O Citadel Gp Llc 131 S. Dearborn St., 32Nd Floor Chicago IL 60603	No	No	Yes	No
1307720	Citadel Securities Llc	C/O Citadel Gp Llc 131 S. Dearborn St., 32Nd Floor Chicago IL 60603	No	No	Yes	No
1423052	Citadel Gp Llc	131 S. Dearborn St., 32Nd Floor Chicago IL 60603	No	No	Yes	No
1423053	Citadel Advisors Llc	C/O Citadel Gp Llc 131 S. Dearborn St., 32Nd Floor Chicago IL 60603	No	No	Yes	No
1588930	Ltd. Capital Surveyor	C/O Citadel Gp Llc 131 S. Dearborn St., 32Nd Floor Chicago IL 60603	No	No	Yes	No
1640129	Citadel Advisors Holdings Iii Lp	C/O Citadel Gp Llc 131 S. Dearborn St., 32Nd Floor Chicago IL 60603	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Shares	Acquisiton	2015-07-08	1,450	$37.01	3,792,147	No	4	P	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-09	7,100	$37.34	3,799,247	No	4	P	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-10	4,100	$37.50	3,803,347	No	4	P	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-13	39,246	$37.26	3,842,593	No	4	P	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-14	1,398	$37.43	3,843,991	No	4	P	Indirect	See Footnote
Class A Common Shares	Disposition	2015-07-15	2,760	$37.53	3,841,231	No	4	S	Indirect	See Footnote
Class A Common Shares	Disposition	2015-07-16	2,665	$37.95	3,838,566	No	4	S	Indirect	See Footnote
Class A Common Shares	Disposition	2015-07-21	1,450,000	$38.09	2,388,556	No	4	S	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-10	1,582	$37.50	10,566	No	4	P	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-13	4,500	$37.40	6,501	No	4	P	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-14	600	$37.41	5,901	No	4	P	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-15	5,066	$37.54	835	No	4	P	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-16	400	$37.82	435	No	4	P	Indirect	See Footnote
Class A Common Shares	Acquisiton	2015-07-17	6,336	$39.23	5,901	No	4	P	Indirect	See Footnote
Class A Common Shares	Disposition	2015-07-17	5,901	$39.25	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Shares	Total Return Swap	Acquisiton	2015-07-15	900	$0.00	900	$0.00
Class A Common Shares	Total Return Swap	Acquisiton	2015-07-16	1	$0.00	1	$0.00
Class A Common Shares	Total Return Swap	Acquisiton	2015-07-15	5,066	$0.00	5,066	$0.00
Class A Common Shares	Total Return Swap	Disposition	2015-07-17	5,066	$0.00	5,066	$0.00
Class A Common Shares	Total Return Swap	Acquisiton	2015-07-16	400	$0.00	400	$0.00
Class A Common Shares	Total Return Swap	Disposition	2015-07-17	400	$0.00	400	$0.00
Class A Common Shares	Total Return Swap	Acquisiton	2015-07-17	435	$0.00	435	$0.00
Class A Common Shares	Total Return Swap	Disposition	2015-07-17	435	$0.00	435	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
900	Yes	4	J	Indirect
1	Yes	4	J	Indirect
5,066	Yes	4	J	Indirect
0	Yes	4	J	Indirect
400	Yes	4	J	Indirect
0	Yes	4	J	Indirect
435	Yes	4	J	Indirect
0	Yes	4	J	Indirect

Footnotes

This security is owned by Surveyor Capital Ltd. ("Surveyor").
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $36.96 to $37.29. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.23 to $37.39. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.49 to $37.51. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.18 to $37.48. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.41 to $37.45. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.15 to $37.76. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.78 to $38.00. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
This security is owned by Citadel Event Driven Master Fund Ltd. ("EDMF").
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.48 to $37.51. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.20 to $37.47. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.35 to $37.44. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.04 to $37.79. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.80 to $37.84. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $38.95 to $39.52. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
This price represents the weighted average sale price. The sale prices for these transactions ranged from $38.99 to $39.50. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
On July 15, 2015, Surveyor entered into a 3-year equity swap agreement with a dealer referencing 900 shares of Seritage Class A shares ("notional shares") at a price of $37.16 per share ("applicable base price"). From time to time over the life of the swap, (i) Surveyor will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to Surveyor any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, Surveyor will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to Surveyor the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement.
Citadel Advisors LLC ("Citadel Advisors"), a registered investment adviser, is the portfolio manager for Surveyor and EDMF. Citadel Advisors Holdings III LP ("CAH3") is the managing member of Citadel Advisors. CALC III LP ("CALC3") is the non-member manager of Citadel Securities LLC ("Citadel Securities"). Citadel GP LLC ("CGP") is the general partner of CALC3 and CAH3. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP.
On July 16, 2015, Surveyor entered into a 1-year equity swap agreement with a dealer referencing 1 notional share of Seritage at an applicable base price of $37.98 per share. From time to time over the life of the swap, (i) Surveyor will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to Surveyor any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, Surveyor will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to Surveyor the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement.
On July 15, 2015, EDMF entered into a 1-year equity swap agreement with a dealer referencing 5,066 notional shares of Seritage at an applicable base price of $37.54 per share. From time to time over the life of the swap, (i) EDMF will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to EDMF any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, EDMF will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to EDMF the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement. On July 17, 2015, EDMF unwound the swap agreement.
On July 16, 2015, EDMF entered into a 1-year equity swap agreement with a dealer referencing 400 notional shares of Seritage at an applicable base price of $37.82 per share. From time to time over the life of the swap, (i) EDMF will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to EDMF any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, EDMF will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to EDMF the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement. On July 17, 2015, EDMF unwound the swap agreement.
On July 17, 2015, EDMF entered into a 1-year equity swap agreement with a dealer referencing 435 notional shares of Seritage at an applicable base price of $38.98 per share. From time to time over the life of the swap, (i) EDMF will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to EDMF any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, EDMF will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to EDMF the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement. On July 17, 2015, EDMF unwound the swap agreement.