Seritage Growth Properties — Major Shareholding Notification 2023

Aug 29, 2023

SC 13G 1 d529039dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

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)

August 21, 2023

(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)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

• 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).

CUSIP No. 81752R100

| 1. | Name of Reporting Person Par
Sanda |
| --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of
Organization United States of
America |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 2,939,744
6.	Shared Voting Power -0-
7.	Sole Dispositive Power 2,939,744
8.	Shared Dispositive Power -0-

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,939,744 (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 5.23% (1)
12.	Type of Reporting Person
(See Instructions) IN

(1) Amounts beneficially owned are as of August 28, 2023, based on the total number of Class A common shares of beneficial interest (“Class A Shares”) of Seritage Growth Properties (the “Issuer”) outstanding as reported in the Issuer’s Form 10-Q filed on August 14, 2023. 2,158,327 Class A Shares beneficially owned by Par Sanda are held by Sand Capital Associates, LLC (“Sand Capital”). As the Managing Member of Sand Capital, Par Sanda may be deemed to beneficially own all of the Class A Shares beneficially owned by Sand Capital. As of August 21, 2023, the Reporting Persons beneficially owned an aggregate of 2,858,227 Class A Shares, representing 5.09% of the total number of Class A Shares of the Issuer outstanding as reported in the Issuer’s Form 10-Q filed on August 14, 2023, of which 2,077,227 Class A Shares of the Issuer were held by Sand Capital.

CUSIP No. 81752R100

| 1. | Name of Reporting Person Sand Capital
Associates, LLC |
| --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of
Organization State of
Florida |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 2,158,327
6.	Shared Voting Power -0-
7.	Sole Dispositive Power 2,158,327
8.	Shared Dispositive Power -0-

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,158,327 (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 3.84% (1)
12.	Type of Reporting Person
(See Instructions) OO

(1) Amounts beneficially owned are as of August 28, 2023 based on the total number of Class A Shares outstanding as reported in the Issuer’s Form 10-Q filed on August 14, 2023. As the Managing Member of Sand Capital, Par Sanda may be deemed to beneficially own all of the Class A Shares beneficially owned by Sand Capital.

Item 1.
(a)	Name of Issuer: Seritage Growth
Properties
(b)	Address of Issuer’s Principal Executive Offices: 500 Fifth Avenue, Suite 1530, New York, New York 10110
Item 2.
(a)	Name of Person Filing: Par Sanda; Sand Capital
Associates, LLC. (“Reporting Persons”) (1)
(b)	Address of Principal Business Office or, if none, Residence: Par Sanda 501 N. Birch Rd, Unit 3 Fort Lauderdale, FL 33304 Sand Capital Associates, LLC 501 N. Birch Rd, Unit 3 Fort Lauderdale, FL 33304
(c)	Citizenship: Par Sanda United States of America Sand Capital Associates, LLC State of Florida, United States of
America
(d)	Title of Class of Securities: Class A
common shares of beneficial interest, par value $0.01 per share
(e)	CUSIP Number: 81752R100
Item 3.   If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
Item 4.   Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)	Amount beneficially owned: See the responses to
Item 9 on the attached cover pages.

(1) Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose and each expressly disclaims membership in a group.

| | (b) — (c) | Percent of class: See the responses
to Item 11 on the attached cover pages. — Number of shares as to which the person has: | |
| --- | --- | --- | --- |
| | | (i) | Sole power to vote or to direct the vote: See
the responses to Item 5 on the attached cover pages. |
| | | (ii) | Shared power to vote or to direct the vote: See
the responses to Item 6 on the attached cover pages. |
| | | (iii) | Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages. |
| | | (iv) | Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages. |
| Item 5. | Ownership of 5 Percent or Less of a Class | | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the
following ☐. | | | |
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person | | |
| | Not Applicable. | | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | | |
| | Not Applicable. | | |
| Item 8. | Identification and Classification of Members of the Group | | |
| | Not Applicable. | | |
| Item 9. | Notice of Dissolution of Group | | |
| | Not Applicable. | | |

ITEM 10. Certification

By signing below, I certify that, to the best of my 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

SIGNATURE

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

Date: August 29, 2023
SAND CAPITAL ASSOCIATES, LLC
/s/ Par Sanda
By: Par Sanda
Its: Managing Member
PAR SANDA, Individual
/s/ Par Sanda