SEC Form 4 · accession 0000899243-15-001000

Seritage Growth Properties · SRG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents Class A common shares of beneficial interest of Seritage Growth Properties (the "Issuer"), par value $0.01 per share (each, a "Class A Share"), acquired through the exercise of subscription rights (each, a "Right") and the over-subscription privileges associated with the Rights.
• F10Represents Rights directly held by SPE I.
• F11Represents Rights directly held by SPE Master I.
• F12Represents Rights directly held by Institutional.
• F13Represents Rights directly held by CRK LLC.
• F14Represents Rights that were distributed by SPE I on a pro rata basis to its partners (the "SPE I Distribution").
• F15Represents Rights that were distributed by SPE Master I on a pro rata basis to its partners (the "SPE Master I Distribution", and together with the SPE I Distribution, the "SPE Distributions").
• F16Represents Rights received by RBS from both SPE I and SPE Master I as a result of the SPE Distributions. The acquisition of Rights by RBS in the SPE Distributions 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 Rights by RBS in the SPE Distributions from Section 16 of the Exchange Act.
• F17Represents Rights that were distributed by RBS on a pro rata basis indirectly to Mr. Lampert (the "RBS Distribution").
• F18Includes Rights received by Mr. Lampert indirectly from RBS as a result of the RBS Distribution. The acquisition of Rights by Mr. Lampert in the RBS 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.
• F19Represents Rights that were distributed by Institutional on a pro rata basis to its partners (the "Institutional Distribution").
• F2This statement is filed by and on behalf of Edward S. Lampert. Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), ESL Institutional Partners, L.P. ("Institutional") and CRK Partners, LLC ("CRK LLC") are the direct beneficial owners of the securities covered by this statement.
• F20Represents Rights received by RBSIM from Institutional as a result of the Institutional Distribution. The acquisition of Rights by RBSIM in the Institutional 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 Rights by RBSIM in the Institutional Distribution from Section 16 of the Exchange Act.
• F21Represents Rights that were distributed by RBSIM on a pro rata basis indirectly to Mr. Lampert (the "RBSIM Distribution", and together with the Institutional Distribution, the "Inst'l Distributions").
• F22Includes Rights received by Mr. Lampert from both Institutional and RBSIM as a result of the Inst'l Distributions. The acquisition of Rights by Mr. Lampert in the Inst'l Distributions 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 Rights by Mr. Lampert in the Institutional Distribution from Section 16 of the Exchange Act.
• F23Represents Rights that were distributed by CRK on a pro rata basis indirectly to Mr. Lampert (the "CRK Distribution").
• F24Includes Rights received by Mr. Lampert indirectly from CRK as a result of the CRK Distribution. The acquisition of Rights by Mr. Lampert in the CRK 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.
• F25Pursuant an exchange agreement (the "Exchange Agreement") by and among Mr. Lampert, Partners, the Issuer and Seritage Growth Properties, L.P. (the "Operating Partnership"), Mr. Lampert and Partners exchanged any and all Rights held immediately prior to the closing of the Rights offering that would, if exercised, result in Mr. Lampert and Partners together having beneficial ownership of more than 3.2% of the aggregate value or number of all the Class A Shares outstanding immediately following the closing of the Rights offering (the "Excess Rights"), together with a fixed amount of cash, for the right to purchase units representing (i) limited partnership interests in the Operating Partnership ("Partnership Units"), and (ii) Class B common shares of beneficial interest of the Issuer, par value $0.01 per share (the "Class B Shares"), subject to certain terms and conditions set forth in the Exchange Agreement.
• F26Notwithstanding the exercise of the Excess Rights, both Mr. Lampert and Partners had the right to exercise their over-subscription privileges relating to their Excess Rights to the same extent as they would have if they were to exercise such Excess Rights for Class A Shares, except that in lieu of Class A Shares, Mr. Lampert and Partners received additional Partnership Units for each Class A Share that would have been issuable pursuant to the exercise of such over-subscription privilege.
• F27The Class B Shares are non-economic voting shares that are not entitled to any dividends or other distributions. Accordingly, Mr. Lampert and Partners do not have any pecuniary interest in these Class B Shares, which are therefore exempt from Section 16 of the Exchange Act pursuant to Rule 16a-1(a)(2)(i). This discussion of the Exchange Agreement does not purport to be complete and is qualified by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 2, 2015.
• F28The Excess Rights were exercisable by Mr. Lampert for an aggregate price of approximately $389,993,948.36.
• F29The Excess Rights were exercisable by Partners for an aggregate price of approximately $325,499,874.70.
• F3RBS Partners, L.P. ("RBS") is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. 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 RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
• F30Represents Excess Rights directly held by Partners.
• F31Pursuant to the terms of the agreement of limited partnership of the Operating Partnership, 12 months after their acquisition, the Partnership Units are redeemable for an amount in cash or, in the sole and absolute discretion of the General Partner, an equal number of Class A Shares.
• F32Represents Partnership Units acquired through the exercise of the Excess Rights and the over-subscription priveleges associated with the Excess Rights.
• F33The Partnership Units do not expire.
• F34Represents Partnership Units directly beneficially owned by Partners.
• F4Each 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 owners of any securities covered by this statement. Each 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.
• F5Each reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
• F6Represents Class A Shares directly beneficially owned by Partners.
• F7Each Right entitled its holder to purchase from the Issuer one half of one Class A Share at a price of $29.58 per whole Class A Share. Sears Holdings Corporation ("Holdings") could cancel the Rights offering, in its sole discretion, at any time prior to the closing of the Rights offering on July 7, 2015. Therefore, securities underlying the Rights were not beneficially owned, if at all, until the closing of the Rights offering on July 7, 2015, although Mr. Lampert and Partners exercised the Rights on July 2, 2015.
• F8Represents Rights distributed by Holdings on a pro rata basis to its stockholders as of the close of business on June 11, 2015 (the "Sears Distribution"). The acquisition of Rights by each reporting person in the Sears Distribution constituted an acquisition of Rights pursuant to a pro rata grant to all holders of the same class of equity securities registered under Section 12 of the Exchange Act, which is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(b) thereunder.
• F9Represents Rights directly held by Partners.