Seritage Growth Properties — Director's Dealing 2017

Nov 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2017-11-14

Reporting Person: BERKOWITZ BRUCE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-14	Class A Common Shares, $0.01 par value	S	200	$40.50	Disposed	3739350	Indirect
2017-11-14	Class A Common Shares, $0.01 par value	J	138732	$0.00	Disposed	3600618	Indirect
2017-11-14	Class A Common Shares, $0.01 par value	J	138732	$0.00	Acquired	3739350	Indirect
2017-11-14	Class A Common Shares, $0.01 par value	J	39020	$0.00	Disposed	3700330	Indirect
2017-11-14	Class A Common Shares, $0.01 par value	J	39020	$0.00	Acquired	3739350	Indirect
2017-11-15	Class A Common Shares, $0.01 par value	S	120700	$40.18	Disposed	3618650	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Non-Voting Common Shares, $0.01 par value	3501281	Indirect
Class C Non-Voting Common Shares, $0.01 par value	583498	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: Represents a redemption in-kind of the reported securities from the Allocation Fund to account(s) managed indirectly by the Reporting Person. The securities are in the process of being converted to Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares"), pursuant to the Exchange Agreement by and among Fairholme Capital Management, L.L.C and Seritage Growth Properties. The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein. 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).

F4: Represents a redemption in-kind of the reported securities from The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fairholme Fund") to account(s) managed indirectly by the Reporting Person. The securities are in the process of being converted to Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares"), pursuant to the Exchange Agreement by and among Fairholme Capital Management, L.L.C and Seritage Growth Properties. The Reporting Person disclaims beneficial ownership in the Fairholme Fund except to the extent of his pecuniary interest, if any, therein. 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).