Seritage Growth Properties — Director's Dealing 2017

May 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2017-04-28

Reporting Person: BERKOWITZ BRUCE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-28	Class A Common Shares, $0.01 par value	P	9600	$41.50	Acquired	3694750	Indirect
2017-04-28	Class A Common Shares, $0.01 par value	P	9600	$41.50	Acquired	3704350	Indirect
2017-05-01	Class A Common Shares, $0.01 par value	P	900	$41.50	Acquired	3705250	Indirect
2017-05-01	Class A Common Shares, $0.01 par value	P	800	$41.50	Acquired	3706050	Indirect
2017-05-02	Class A Common Shares, $0.01 par value	J	10000	$0.00	Disposed	3696050	Indirect
2017-05-02	Class C Non-Voting Common Shares, $0.01 par value	J	10000	$0.00	Acquired	5719335	Indirect

Holdings (Non-Derivative)

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

Footnotes

F1: The reported securities are directly owned by The Fairholme Focused Income Fund (the "Fund"), a series of Fairholme Funds, Inc., managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person disclaims beneficial ownership in the 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: The securities are held in an account managed indirectly by the Reporting Person and 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 does not have any direct or indirect pecuniary interest in the managed account because the Reporting Person (i) does not receive any incentive compensation from the managed account and (ii) does not have a direct or indirect interest in the managed account.

F4: The securities are held in an account 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 account because the Reporting Person (i) does not receive any incentive compensation from the managed account and (ii) does not have a direct or indirect interest in the managed account.