Seritage Growth Properties — Director's Dealing 2017

Mar 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2017-03-27

Reporting Person: BERKOWITZ BRUCE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-27	Class C Non-Voting Common Shares, $0.01 par value	J	17700	$43.02	Disposed	5728385	Indirect
2017-03-27	Class A Common Shares, $0.01 par value	J	17700	$43.02	Acquired	3646550	Indirect
2017-03-27	Class A Common Shares, $0.01 par value	J	17700	$43.02	Disposed	3646550	Indirect
2017-03-28	Class C Non-Voting Common Shares, $0.01 par value	J	3000	$42.79	Disposed	5725385	Indirect
2017-03-28	Class A Common Shares, $0.01 par value	J	3000	$42.79	Acquired	3646550	Indirect
2017-03-28	Class A Common Shares, $0.01 par value	J	3000	$42.79	Disposed	3646550	Indirect
2017-03-29	Class A Common Shares, $0.01 par value	P	10000	$42.84	Acquired	3656550	Indirect
2017-03-29	Class A Common Shares, $0.01 par value	P	10000	$42.84	Acquired	3666550	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 an account 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 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.

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

F5: The securities are held in an account managed indirectly by the Reporting Person and are in the process of being 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.