Seritage Growth Properties — Director's Dealing 2017

Dec 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2017-12-07

Reporting Person: BERKOWITZ BRUCE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-07	Class C Non-Voting Common Shares, $0.01 par value	J	15700	$40.24	Disposed	3380183	Indirect
2017-12-07	Class A Common Shares, $0.01 par value	J	15700	$40.24	Acquired	3422298	Indirect
2017-12-07	Class A Common Shares, $0.01 par value	J	15700	$40.24	Disposed	3422298	Indirect
2017-12-07	Class C Non-Voting Common Shares, $0.01 par value	J	29200	$40.24	Disposed	528498	Direct
2017-12-07	Class A Common Shares, $0.01 par value	J	29200	$40.24	Acquired	0	Direct
2017-12-07	Class A Common Shares, $0.01 par value	J	29200	$40.24	Disposed	0	Direct
2017-12-07	Class C Non-Voting Common Shares, $0.01 par value	J	27700	$40.24	Disposed	3352483	Indirect
2017-12-07	Class A Common Shares, $0.01 par value	J	27700	$40.24	Acquired	3422298	Indirect
2017-12-07	Class A Common Shares, $0.01 par value	J	27700	$40.24	Disposed	3422298	Indirect
2017-12-07	Class A Common Shares, $0.01 par value	S	21900	$40.24	Disposed	3400398	Indirect
2017-12-07	Class A Common Shares, $0.01 par value	S	2600	$40.00	Disposed	3397798	Indirect
2017-12-08	Class A Common Shares, $0.01 par value	S	60000	$40.35	Disposed	3337798	Indirect
2017-12-11	Class A Common Shares, $0.01 par value	S	22400	$40.53	Disposed	3315398	Indirect

Footnotes

F1: The securities were held in account(s) managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person does not have any direct or indirect pecuniary interest in the managed account(s) because the Reporting Person (i) does not receive any incentive compensation from the managed account(s) and (ii) does not have a direct or indirect interest in the managed account(s).

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: 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).

F4: The securities were held in account(s) managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the account(s) except to the extent of his pecuniary interest, if any therein.

F5: The reported securities were directly owned by The Fairholme Allocation Fund, a series of Fairholme Funds, Inc. (the "Allocation Fund"), managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein.