SEC Form 4 · accession 0000899243-17-000387
Seritage Growth Properties · SRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Thomas M Steinberg
Director
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 9:12 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 shares of beneficial interestF1,F2,F3 | Dec 31, 2016 | J | 7,467 | — | A | 15,078 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership UnitsF5,F2,F4,F7 | — | Dec 31, 2016 | J | 7,467 | A | Dec 31, 2016 | — | Class A common shares of beneficial interest | 7,467 | 7,467 | I |
| Partnership UnitsF6,F5,F2,F4,F7 | — | Dec 31, 2016 | J | 7,467 | D | Dec 31, 2016 | — | Class A common shares of beneficial interest | 7,467 | 0 | I |
Explanation of responses
- F1Represents Class A common shares of beneficial interest of Seritage Growth Properties, par value $0.01 per share ("Class A Shares"), that were converted from operating partnership units of Seritage Growth Properties, L.P. (the "Operating Partnership"), which 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.
- F2The securities are held in the account of RSR Investments LLC, and may be deemed to be beneficially owned by Mr. Steinberg because he serves as the managing member of RSR Investments LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F3The securities are held in the account of RSR, LLC, and may be deemed to be beneficially owned by Mr. Steinberg because he serves as the managing member of RSR, LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F4Pursuant to the agreement of limited partnership of 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 Seritage Growth Properties, Class A Shares at the rate of one Class A Share for each Partnership Unit redeemed.
- F5Represents Partnership Units with a value of $42.71 per unit 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.
- F6Represents the redemption of Partnership Units pursuant to the agreement of limited partnership of the Operating Partnership.
- F7Partnership Units do not expire.