Seritage Growth Properties — Director's Dealing 2020

Mar 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seritage Growth Properties (SRG)
CIK: 0001628063
Period of Report: 2020-03-13

Reporting Person: LAMPERT EDWARD S (Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-13	Class A Common Shares	C	360521	—	Acquired	594253	Indirect
2020-03-13	Class A Common Shares	C	1289479	—	Acquired	1936384	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-13	Partnership Units	$	C	360521	Disposed		Class A Common Shares (3770102)	Indirect
2020-03-13	Partnership Units	$	C	1289479	Disposed		Class A Common Shares (13484543)	Direct

Footnotes

F1: ESL Partners, L.P. ("Partners") redeemed 360,521 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 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 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 360,521 Partnership Units of Partners with 360,521 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: 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.

F6: 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.

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

F8: Mr. Lampert redeemed 1,289,479 Partnership Units of the Operating Partnership, of which the Issuer is the general partner.

F9: The Issuer elected to redeem the 1,289,479 Partnership Units of Mr. Lampert with 1,289,479 Class A Shares. The redemption of Partnership Units by the Issuer with Class A Shares, and the receipt of such Class A Shares by Mr. Lampert, is exempt from Section 16 of the Exchange Act, pursuant to Rule 16b-6(b) thereunder.

F10: The Partnership Units do not expire.

F11: Represents Partnership Units directly beneficially owned by Partners.