Seritage Growth Properties — Director's Dealing 2017

Oct 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2017-10-09

Reporting Person: BERKOWITZ BRUCE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-09	Class C Non-Voting Common Shares, $0.01 par value	J	8000	$45.82	Disposed	5941185	Indirect
2017-10-09	Class A Common Shares, $0.01 par value	J	8000	$45.82	Acquired	3807150	Indirect
2017-10-09	Class A Common Shares, $0.01 par value	J	8000	$45.82	Disposed	3807150	Indirect
2017-10-10	Class C Non-Voting Common Shares, $0.01 par value	J	3900	$45.76	Disposed	5937285	Indirect
2017-10-10	Class A Common Shares, $0.01 par value	J	3900	$45.76	Acquired	3807150	Indirect
2017-10-10	Class A Common Shares, $0.01 par value	J	3900	$45.76	Disposed	3807150	Indirect
2017-10-10	Class C Non-Voting Common Shares, $0.01 par value	J	438931	$0.00	Disposed	5498354	Indirect
2017-10-10	Class A Common Shares, $0.01 par value	J	438931	$0.00	Acquired	4246081	Indirect
2017-10-11	Class C Non-Voting Common Shares, $0.01 par value	J	20100	$45.41	Disposed	5478254	Indirect
2017-10-11	Class A Common Shares, $0.01 par value	J	20100	$45.41	Acquired	4246081	Indirect
2017-10-11	Class A Common Shares, $0.01 par value	J	20100	$45.41	Disposed	4246081	Indirect
2017-10-11	Class A Common Shares, $0.01 par value	J	40500	$0.00	Disposed	4205581	Indirect
2017-10-11	Class C Non-Voting Common Shares, $0.01 par value	J	40500	$0.00	Acquired	5428130	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Non-Voting Common Shares, $0.01 par value	35850	Direct

Footnotes

F1: The securities were held in accounts managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person") and were sold pursuant to client instructions. 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.

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: Due to a contractual restriction on the sale of the Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares"), the accounts 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 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.

F5: 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).

F6: In anticipation of 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 over which the Reporting Person no longer has beneficial ownership, the private fund effected a conversion of its 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.

F7: The securities are held in accounts managed indirectly by the Reporting Person and were converted to Class C Shares pursuant to the Exchange Agreement by and among Fairholme Capital Management, L.L.C and Seritage Growth Properties. 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.

F8: The amount reported in Column 5 accounts for 90,624 shares now held in accounts over which the Reporting Person no longer has beneficial ownership.