Seritage Growth Properties — Major Shareholding Notification 2021

Feb 11, 2021

SC 13G/A 1 p21-0477sc13ga.htm SERITAGE GROWTH PROPERTIES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
	Seritage
Growth Properties
(Name of Issuer)
	Class A Common
Shares of Beneficial Interest, par value $0.01 per share
(Title of Class of Securities)
	81752R100
(CUSIP Number)
	December
31, 2020
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
ý	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page
1 of 8 Pages)

---

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Page; Sequence: 1; Options: NewSection; Value: 2

CUSIP No. 81752R100 13G/A Page 2 of 8 Pages

Field: /Page

1	NAMES OF REPORTING PERSONS Empyrean Capital Overseas Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ý
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 957,210
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 957,210
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,210
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.5%
12	TYPE OF REPORTING PERSON CO

Field: Page; Sequence: 2; Value: 2

CUSIP No. 81752R100 13G/A Page 3 of 8 Pages

Field: /Page

1	NAMES OF REPORTING PERSONS Empyrean Capital Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ý
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 957,210
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 957,210
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,210
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.5%
12	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 3; Value: 2

CUSIP No. 81752R100 13G/A Page 4 of 8 Pages

Field: /Page

1	NAMES OF REPORTING PERSONS Amos Meron
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ý
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 957,210
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 957,210
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,210
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.5%
12	TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 4; Value: 2

CUSIP No. 81752R100 13G/A Page 5 of 8 Pages

Field: /Page

Item 1(a).
The name of the issuer is Seritage Growth Properties (the “ Issuer ”).

Item 1(b).
The Issuer’s principal executive offices are located at 500 Fifth Avenue, Suite 1530, New York, New York 10110.

Item 2(a). NAME OF PERSON FILING:

This statement is filed by:

(i)	Empyrean Capital Overseas Master Fund, Ltd. (“ ECOMF ”), a Cayman Islands exempted company, with respect to the Common Shares (as defined in Item 2(d)) directly held by it;
(ii)	Empyrean Capital Partners, LP (“ ECP ”), a Delaware limited partnership, which serves as investment manager to ECOMF with respect to the Common Shares directly held by ECOMF;
(iii)	Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Common Shares directly held by ECOMF.

The foregoing persons are hereinafter sometimes collectively referred to as the “ Reporting Persons .” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person.

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

Item 2(c). CITIZENSHIP:

ECOMF - a Cayman Island exempted company
ECP - a Delaware limited partnership
Amos Meron - United States

Field: Page; Sequence: 5; Value: 2

CUSIP No. 81752R100 13G/A Page 6 of 8 Pages

Field: /Page

Item 2(d).
Class A Common Shares of Beneficial Interest, par value $0.01 per share (the “ Common Shares ”)

Item 2(e).
81752R100

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	¨	Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	¨	Employee benefit plan or endowment fund in accordance
with § 240.13d-1(b)(1)(ii)(F);
(g)	¨	Parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)	¨	Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	o	Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	o	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:_____

Field: Page; Sequence: 6; Value: 2

CUSIP No. 81752R100 13G/A Page 7 of 8 Pages

Field: /Page

ITEM 4. OWNERSHIP

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
The percentages used herein are calculated based upon 38,644,689 Common Shares issued and outstanding as of October 30, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the Securities and Exchange Commission on November 9, 2020.

| Item 5. |
| --- |
| If this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: x |

Item 6.
Not applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Field: Page; Sequence: 7; Value: 2

CUSIP No. 81752R100 13G/A Page 8 of 8 Pages

Field: /Page

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 11, 2021

empyrean capital partners, lp
By: /s/ C. Martin Meekins
Name: C. Martin Meekins
Title: Chief Operating Officer
Empyrean Capital Overseas
MASTER Fund, Ltd.
By: Empyrean Capital Partners, LP,
its Investment Manager
By: /s/ C. Martin Meekins
Name: C. Martin Meekins
Title: Chief Operating Officer
/s/ Amos Meron
AMOS MERON