Seritage Growth Properties — Director's Dealing 2017

Oct 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2017-10-12

Reporting Person: BERKOWITZ BRUCE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-12	Class A Common Shares, $0.01 par value	J	438931	$0.00	Disposed	3766650	Indirect
2017-10-12	Class C Non-Voting Common Shares, $0.01 par value	J	846299	$0.00	Disposed	4581831	Indirect
2017-10-12	Class C Non-Voting Common Shares, $0.01 par value	J	846299	$0.00	Acquired	5428130	Indirect
2017-10-12	Class C Non-Voting Common Shares, $0.01 par value	J	871672	$0.00	Disposed	4556458	Indirect
2017-10-12	Class C Non-Voting Common Shares, $0.01 par value	J	871672	$0.00	Acquired	5428130	Indirect
2017-10-12	Class C Non-Voting Common Shares, $0.01 par value	J	650548	$0.00	Disposed	4777582	Indirect
2017-10-12	Class C Non-Voting Common Shares, $0.01 par value	J	650548	$0.00	Acquired	686398	Direct
2017-10-12	Class C Non-Voting Common Shares, $0.01 par value	J	11700	$45.08	Disposed	4765882	Indirect
2017-10-12	Class A Common Shares, $0.01 par value	J	11700	$45.08	Acquired	3766650	Indirect
2017-10-12	Class A Common Shares, $0.01 par value	J	11700	$45.08	Disposed	3766650	Indirect
2017-10-12	Class C Non-Voting Common Shares, $0.01 par value	J	90900	$45.08	Disposed	4674982	Indirect
2017-10-12	Class A Common Shares, $0.01 par value	J	90900	$45.08	Acquired	3766650	Indirect
2017-10-12	Class A Common Shares, $0.01 par value	J	90900	$45.08	Disposed	3766650	Indirect
2017-10-13	Class C Non-Voting Common Shares, $0.01 par value	J	68700	$45.35	Disposed	4606282	Indirect
2017-10-13	Class A Common Shares, $0.01 par value	J	68700	$45.35	Acquired	3766650	Indirect
2017-10-13	Class A Common Shares, $0.01 par value	J	68700	$45.35	Disposed	3766650	Indirect
2017-10-13	Class C Non-Voting Common Shares, $0.01 par value	J	29200	$45.35	Disposed	4571931	Indirect
2017-10-13	Class A Common Shares, $0.01 par value	J	29200	$45.35	Acquired	3766650	Indirect
2017-10-13	Class A Common Shares, $0.01 par value	J	29200	$45.35	Disposed	3766650	Indirect

Footnotes

F1: Represents a pro-rata in-kind distribution of Class A Common Shares, $0.01 par value ("Class A Shares") by a private fund managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person") to its limited partners into accounts over which the Reporting Person no longer has beneficial ownership. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The private fund previously effected a conversion of its Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares") to Class A Shares (via a transfer agent) due to a contractual restriction on the transfer of the Class C Shares. The Reporting Person disclaims beneficial ownership in the private 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 a registered investment company and certain private funds 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 pro-rata in-kind distribution of Class C Shares by a private fund managed indirectly by the Reporting Person to its limited partners into accounts managed indirectly by the Reporting Person. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Person disclaim beneficial ownership in the private fund and in the accounts except to the extent of his pecuniary interest, if any, therein.

F4: Represents a pro-rata in-kind distribution of Class C Shares by a private fund managed indirectly by the Reporting Person to its limited partners into accounts managed indirectly by the Reporting Person. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Person does not have any direct or indirect pecuniary interest in the managed accounts because the Reporting Person (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts. The Reporting Person disclaims beneficial ownership in the private fund except to the extent of its pecuniary interest, if any, therein.

F5: Represents a pro-rata in-kind distribution of Class C Shares of the Issuer by a private fund managed indirectly by the Reporting Person to one of the Reporting Person's personal accounts. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Person disclaims beneficial ownership in the private fund except to the extent of his pecuniary interest, if any, therein.

F6: The securities were held in accounts managed indirectly by the Reporting Person. The Reporting Person does not have any direct or indirect pecuniary interest in the managed accounts because the Reporting Person (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts.

F7: Due to a contractual restriction on the sale of the Class C Shares, the account sold Class A Shares in the market while effecting a conversion of its Class C Shares to Class A Shares (via a transfer agent).

F8: The securities were held in an account managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the account except to the extent of his pecuniary interest, if any therein.

F9: The amount reported in Column 5 accounts for 5,151 shares now held in an account over which the Reporting Person no longer has beneficial ownership.