Seritage Growth Properties — Director's Dealing 2015

Jul 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2015-07-08

Reporting Person: Citadel GP LLC (10% Owner)
Reporting Person: Surveyor Capital Ltd. (10% Owner)
Reporting Person: CITADEL SECURITIES LLC (10% Owner)
Reporting Person: CITADEL ADVISORS LLC (10% Owner)
Reporting Person: Citadel Advisors Holdings III LP (10% Owner)
Reporting Person: GRIFFIN KENNETH C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-08	Class A common shares	P	1450	$37.01	Acquired	3792147	Indirect
2015-07-09	Class A common shares	P	7100	$37.34	Acquired	3799247	Indirect
2015-07-10	Class A common shares	P	4100	$37.50	Acquired	3803347	Indirect
2015-07-13	Class A common shares	P	39246	$37.26	Acquired	3842593	Indirect
2015-07-14	Class A common shares	P	1398	$37.43	Acquired	3843991	Indirect
2015-07-15	Class A common shares	S	2760	$37.53	Disposed	3841231	Indirect
2015-07-16	Class A common shares	S	2665	$37.95	Disposed	3838566	Indirect
2015-07-21	Class A common shares	S	1450000	$38.09	Disposed	2388556	Indirect
2015-07-10	Class A common shares	P	1582	$37.50	Acquired	10566	Indirect
2015-07-13	Class A common shares	P	4500	$37.40	Acquired	6501	Indirect
2015-07-14	Class A common shares	P	600	$37.41	Acquired	5901	Indirect
2015-07-15	Class A common shares	P	5066	$37.54	Acquired	835	Indirect
2015-07-16	Class A common shares	P	400	$37.82	Acquired	435	Indirect
2015-07-17	Class A common shares	P	6336	$39.23	Acquired	5901	Indirect
2015-07-17	Class A common shares	S	5901	$39.25	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-15	Total Return Swap	$	J	900	Acquired		Class A common shares (900)	Indirect
2015-07-16	Total Return Swap	$	J	1	Acquired		Class A common shares (1)	Indirect
2015-07-15	Total Return Swap	$	J	5066	Acquired		Class A common shares (5066)	Indirect
2015-07-17	Total Return Swap	$	J	5066	Disposed		Class A common shares (5066)	Indirect
2015-07-16	Total Return Swap	$	J	400	Acquired		Class A common shares (400)	Indirect
2015-07-17	Total Return Swap	$	J	400	Disposed		Class A common shares (400)	Indirect
2015-07-17	Total Return Swap	$	J	435	Acquired		Class A common shares (435)	Indirect
2015-07-17	Total Return Swap	$	J	435	Disposed		Class A common shares (435)	Indirect

Footnotes

F1: This security is owned by Surveyor Capital Ltd. ("Surveyor").

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: This security is owned by Citadel Event Driven Master Fund Ltd. ("EDMF").

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: 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.

F19: 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.

F20: 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.

F21: 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.

F22: 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.