Seritage Growth Properties — Director's Dealing 2017

Mar 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2017-03-10

Reporting Person: LAMPERT EDWARD S (Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-10	Class A Common Shares	C	173000	—	Acquired	526095	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-10	Partnership Units	$	C	173000	Disposed		Class A Common Shares (8739927)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	530615	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Partnership Units	$		Class A Common Shares (13168579)	13168579	Direct

Footnotes

F1: ESL Partners, L.P. ("Partners") redeemed 173,000 limited partnership interests ("Partnership Units") of Seritage Growth Properties, L.P. (the "Operating Partnership"), of which Seritage Growth Properties (the "Issuer") is the general partner.

F2: Pursuant to the agreement of limited partnership of the Operating Partnership, the Partnership Units may be redeemed, at the request of the holder of such Partnership Units, for a determinable amount in cash, or at the option of the Issuer, Class A common shares of beneficial interest of the Issuer, par value $0.01 per share ("Class A Shares"), at the rate of one Class A Share for each Partnership Unit redeemed.

F3: The Issuer elected to redeem the 173,000 Partnership Units of Partners with 173,000 Class A Shares. The redemption of Partnership Units by the Issuer with Class A Shares, and the receipt of such Class A Shares by Partners, is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder.

F4: This statement is filed by and on behalf of Edward S. Lampert. Mr. Lampert and Partners are the direct beneficial owners of the securities covered by this statement.

F5: RBS Partners, L.P. ("RBS") is the general partner of, and may be deemed to beneficially own securities owned by, Partners. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL Investments, Inc. ("ESL") is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F6: The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Exchange Act, or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F7: Represents Class A Shares directly beneficially owned by Partners.

F8: The Partnership Units do not expire.

F9: Represents Partnership Units directly beneficially owned by Partners.