Seritage Growth Properties — Director's Dealing 2017

Dec 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2017-12-12

Reporting Person: BERKOWITZ BRUCE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-12	Class A Common Shares, $0.01 par value	S	42000	$40.33	Disposed	3273398	Indirect
2017-12-12	Class C Non-Voting Common Shares, $0.01 par value	S	27800	$40.33	Disposed	3324683	Indirect
2017-12-12	Class A Common Shares, $0.01 par value	S	27800	$40.33	Acquired	3273398	Indirect
2017-12-12	Class A Common Shares, $0.01 par value	S	27800	$40.33	Disposed	3273398	Indirect
2017-12-13	Class C Non-Voting Common Shares, $0.01 par value	S	192400	$40.79	Disposed	3132283	Indirect
2017-12-13	Class A Common Shares, $0.01 par value	S	192400	$40.79	Acquired	3273398	Indirect
2017-12-13	Class A Common Shares, $0.01 par value	S	192400	$40.79	Disposed	3273398	Indirect
2017-12-14	Class C Non-Voting Common Shares, $0.01 par value	S	23200	$40.72	Disposed	3109083	Indirect
2017-12-14	Class A Common Shares, $0.01 par value	S	23200	$40.72	Acquired	3273398	Indirect
2017-12-14	Class A Common Shares, $0.01 par value	S	23200	$40.72	Disposed	3273398	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Non-Voting Common Shares, $0.01 par value	528498	Direct

Footnotes

F1: The reported securities were directly owned by The Fairholme Allocation Fund, a series of Fairholme Funds, Inc. (the "Allocation Fund"), managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein.

F2: The securities may be deemed to be beneficially owned by the Reporting Person because he controls the sole member of a registered investment adviser, which may be deemed to have beneficial ownership of the securities because it serves as the investment manager to separate series of a registered investment company and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: The securities were held by a private foundation which is directly managed by the Reporting Person and were sold pursuant to client instructions. The Reporting Person does not have any direct or indirect pecuniary interest in the private foundation because the Reporting Person (i) does not receive any incentive compensation from the private foundation and (ii) does not have a direct or indirect economic interest in the private foundation.

F4: Due to a contractual restriction on the sale of the Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares"), the account(s) sold Class A Common Shares, $0.01 par value ("Class A Shares") in the market while effecting a conversion of its Class C Shares to Class A Shares (via a transfer agent).