Seritage Growth Properties — Director's Dealing 2019

May 29, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2019-05-24

Reporting Person: Fernand Matthew E (General Counsel and EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-24	Class A Common Shares	A	38	—	Acquired	24458	Direct
2019-05-24	Class A Common Shares	F	553	$44	Disposed	23905	Direct

Footnotes

F1: Represents a grant of Restricted Share Units ("RSUs") under the Seritage Growth Properties 2015 Share Plan to increase the number of RSUs attributable to "Tranche 2" of the time-vested portion of the 2018 Incentive Award pursuant to the terms of such award. These additional RSUs have the same vesting schedule as the RSUs originally granted under the 2018 Incentive Award, such that one-third were vested as of the date of grant and one-third will vest on each of May 2, 2020 and May 2, 2021.

F2: Includes 12,206 unvested RSUs and Restricted Shares, as of the date of this filing, after taking into account both transactions reported herein.

F3: Represents shares withheld by the issuer to cover tax obligations of the reporting person in connection with the settlement of time-based RSUs.