Seritage Growth Properties — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (NYSE: SRG)
CIK: 0001628063
Period of Report: 2016-12-31

Reporting Person: STEINBERG THOMAS M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Class A common shares of beneficial interest	J	7467	—	Acquired	15078	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Partnership Units	$	J	7467	Acquired		Class A common shares of beneficial interest (7467)	Indirect
2016-12-31	Partnership Units	$	J	7467	Disposed		Class A common shares of beneficial interest (7467)	Indirect

Footnotes

F1: Represents Class A common shares of beneficial interest of Seritage Growth Properties, par value $0.01 per share ("Class A Shares"), that were converted from operating partnership units of Seritage Growth Properties, L.P. (the "Operating Partnership"), which were distributed by ESL Partners, L.P. ("Partners") on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their interest in Partners.

F2: The securities are held in the account of RSR Investments LLC, and may be deemed to be beneficially owned by Mr. Steinberg because he serves as the managing member of RSR Investments LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: The securities are held in the account of RSR, LLC, and may be deemed to be beneficially owned by Mr. Steinberg because he serves as the managing member of RSR, LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F4: Pursuant to the agreement of limited partnership of the Operating Partnership, the limited partnership interests (the "Partnership Units") of the Operating Partnership may be redeemed, at the request of the holder of such Partnership Units, for a determinable amount in cash, or at the option of Seritage Growth Properties, Class A Shares at the rate of one Class A Share for each Partnership Unit redeemed.

F5: Represents Partnership Units with a value of $42.71 per unit that were distributed by Partners on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their interest in Partners.

F6: Represents the redemption of Partnership Units pursuant to the agreement of limited partnership of the Operating Partnership.

F7: Partnership Units do not expire.