SEC Form 4 · accession 0000899243-17-007473
Seritage Growth Properties · SRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward S Lampert
Other
Period of report
Mar 10, 2017
Accepted (ET)
Mar 14, 2017 · 6:01 pm EDT
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,F6,F7 | Mar 10, 2017 | C | 173,000 | — | A | 526,095 | I | See Footnotes |
| Class A Common SharesF4,F5,F6 | 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 UnitsF1,F4,F5,F6,F9,F2,F8 | — | Mar 10, 2017 | C | 173,000 | D | Jul 7, 2016 | — | Class A Common Shares | 8,739,927 | 8,739,927 | I |
| Partnership UnitsF4,F5,F6,F2,F8 | — | holding | — | — | — | Jul 7, 2016 | — | Class A Common Shares | 13,168,579 | 13,168,579 | D |
Explanation of responses
- F1ESL Partners, L.P. ("Partners") redeemed 173,000 limited partnership interests ("Partnership Units") of Seritage Growth Properties, L.P. (the "Operating Partnership"), of which Seritage Growth Properties (the "Issuer") is the general partner.
- F2Pursuant to the agreement of limited partnership of the Operating Partnership, the Partnership Units 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 common shares of beneficial interest of the Issuer, par value $0.01 per share ("Class A Shares"), at the rate of one Class A Share for each Partnership Unit redeemed.
- F3The Issuer elected to redeem the 173,000 Partnership Units of Partners with 173,000 Class A Shares. The redemption of Partnership Units by the Issuer with Class A Shares, and the receipt of such Class A Shares by Partners, is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder.
- F4This 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.
- F5RBS 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.
- F6The 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 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.
- F7Represents Class A Shares directly beneficially owned by Partners.
- F8The Partnership Units do not expire.
- F9Represents Partnership Units directly beneficially owned by Partners.