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Filing Details

Accession Number:: 0000899243-18-006506
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-03-06 18:00:37
Reporting Period:: 2018-03-02

Accepted Time:: 2018-03-06 18:00:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1628063	Seritage Growth Properties	SRG	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1183200	S Edward Lampert	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	No	Yes

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	Disposition	2018-03-02	77,638	$36.17	346,709	No	4	S	Indirect	See Footnotes
Class A Common Shares	Acquisiton	2018-03-02	77,638	$36.17	608,253	No	4	P	Direct

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Shares	Partnership Units	Disposition	2018-03-02	922,362	$36.17	6,127,204	$0.00
Class A Common Shares	Partnership Units	Acquisiton	2018-03-02	922,362	$36.17	14,090,941	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,127,204	2016-07-07		No	4	S	Indirect
14,090,941	2016-07-07		No	4	P	Direct

Footnotes

Represents a cross-trade between ESL Partners, L.P. ("Partners") and Edward S. Lampert, in which Partners disposed of and Mr. Lampert acquired Class A common shares of beneficial interest of Seritage Growth Properties (the "Issuer"), par value $0.01 per share ("Class A Shares"). The reported transactions occurred simultaneously at no profit to the reporting person and resulted in no change in the aggregate beneficial ownership of the reporting person.
This statement is filed by and on behalf of Mr. Lampert. Mr. Lampert and Partners are the direct beneficial owners of the securities covered by this statement.
The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
RBS Partners, L.P. ("RBS") is the general partner of, and may be deemed to beneficially own securities owned by, Partners. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL Investments, Inc. ("ESL") is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
Represents Class A Shares directly beneficially owned by Partners.
Pursuant to the agreement of limited partnership of Seritage Growth Properties, L.P. (the "Operating Partnership"), the limited partnership interests (the "Partnership Units") of the Operating Partnership may be redeemed, at the request of the holder of such Partnership Units, for a determinable amount in cash, or at the option of the Issuer, Class A Shares at the rate of one Class A Share for each Partnership Unit redeemed.
Represents a cross-trade between Partners and Mr. Lampert, in which Partners disposed of and Mr. Lampert acquired Partnership Units. The reported transactions occurred simultaneously at no profit to the reporting person and resulted in no change in the aggregate beneficial ownership of the reporting person.
The Partnership Units do not expire.
Represents Partnership Units directly beneficially owned by Partners.