SEC Form 4 · accession 0000899243-17-000385
Seritage Growth Properties · SRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward S Lampert
Other
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 9:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001628063
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common SharesF1,F2,F3,F4,F5 | Dec 31, 2016 | J | 82,983 | $0.00 | D | 353,095 | I | See Footnotes |
| Class A Common SharesF7,F2,F3,F4 | Dec 31, 2016 | J | 105 | $0.00 | D | 0 | I | See Footnotes |
| Class A Common SharesF6,F2,F3,F4 | holding | — | — | — | 105 | I | See Footnotes | |
| Class A Common SharesF2,F3,F4 | holding | — | — | — | 530,615 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership UnitsF9,F2,F3,F4,F11,F8,F10 | — | Dec 31, 2016 | J | 2,094,821 | D | Jul 7, 2016 | — | Class A Common Shares | 8,912,927 | 8,912,927 | I |
| Partnership UnitsF13,F2,F3,F4,F8,F10 | — | Dec 31, 2016 | J | 2,643 | D | Jul 7, 2016 | — | Class A Common Shares | 0 | 0 | I |
| Partnership UnitsF12,F2,F3,F4,F8,F10 | — | holding | — | — | — | Jul 7, 2016 | — | Class A Common Shares | 2,643 | 2,643 | I |
| Partnership UnitsF2,F3,F4,F8,F10 | — | holding | — | — | — | Jul 7, 2016 | — | Class A Common Shares | 13,168,579 | 13,168,579 | D |
Explanation of responses
- F1Represents Class A common shares of beneficial interest of Seritage Growth Properties (the "Issuer"), par value $0.01 per share ("Class A Shares"), that were distributed by ESL Partners, L.P. ("Partners") on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their interest in Partners (the "Class A Distribution").
- F10The Partnership Units do not expire.
- F11Represents Partnership Units directly beneficially owned by Partners.
- F12Represents Partnership Units received by RBS from Partners as a result of the Partnership Units Distribution. The acquisition of Partnership Units by RBS in the Partnership Units 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 Partnership Units by RBS in the Partnership Units Distribution from Section 16 of the Exchange Act.
- F13Represents Partnership Units that were distributed by RBS on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their indirect interest in Partners.
- F2This 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.
- F3RBS 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.
- F4The 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 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.
- F5Represents Class A Shares directly beneficially owned by Partners.
- F6Represents Class A Shares received by RBS from Partners as a result of the Class A Distribution. The acquisition of Class A Shares by RBS in the Class A 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 Class A Shares by RBS in the Class A Distribution from Section 16 of the Exchange Act.
- F7Represents Class A Shares that were distributed by RBS on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their indirect interest in Partners.
- F8Pursuant to the agreement of limited partnership of Seritage Growth Properties, L.P. (the "Operating Partnership"), the limited partnership interests (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 Shares at the rate of one Class A Share for each Partnership Unit redeemed.
- F9Represents Partnership Units that were distributed by Partners on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their interest in Partners (the "Partnership Units Distribution").