Seritage Growth Properties — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: LAMPERT EDWARD S (Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Class A Common Shares	J	82983	$0.00	Disposed	353095	Indirect
2016-12-31	Class A Common Shares	J	105	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Partnership Units	$	J	2094821	Disposed		Class A Common Shares (8912927)	Indirect
2016-12-31	Partnership Units	$	J	2643	Disposed		Class A Common Shares (0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	105	Indirect
Class A Common Shares	530615	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Partnership Units	$		Class A Common Shares (2643)	2643	Indirect
Partnership Units	$		Class A Common Shares (13168579)	13168579	Direct

Footnotes

F1: Represents Class A common shares of beneficial interest of Seritage Growth Properties (the "Issuer"), par value $0.01 per share ("Class A Shares"), that 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 (the "Class A Distribution").

F2: 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.

F3: 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.

F4: 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 Securities Exchange Act of 1934, as amended (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.

F5: Represents Class A Shares directly beneficially owned by Partners.

F6: Represents Class A Shares received by RBS from Partners as a result of the Class A Distribution. The acquisition of Class A Shares by RBS in the Class A Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Class A Shares by RBS in the Class A Distribution from Section 16 of the Exchange Act.

F7: Represents Class A Shares that were distributed by RBS on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their indirect interest in Partners.

F8: Pursuant to the agreement of limited partnership of Seritage Growth Properties, L.P. (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 the Issuer, Class A Shares at the rate of one Class A Share for each Partnership Unit redeemed.

F9: Represents Partnership Units 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 (the "Partnership Units Distribution").

F10: The Partnership Units do not expire.

F11: Represents Partnership Units directly beneficially owned by Partners.

F12: Represents Partnership Units received by RBS from Partners as a result of the Partnership Units Distribution. The acquisition of Partnership Units by RBS in the Partnership Units Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Partnership Units by RBS in the Partnership Units Distribution from Section 16 of the Exchange Act.

F13: Represents Partnership Units that were distributed by RBS on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their indirect interest in Partners.