SEC Form 4 · accession 0000899243-18-000108
Seritage Growth Properties · SRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas M Steinberg
Director
Period of report
Dec 29, 2017
Accepted (ET)
Jan 2, 2018 · 6:14 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 | Dec 29, 2017 | J | 7,325 | — | A | 23,160 | 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 UnitsF4,F6,F2,F3,F5 | — | Dec 29, 2017 | J | 7,325 | D | Dec 11, 2017 | — | Class A common shares of beneficial interest | 7,325 | 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 2017 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.
- F3Pursuant 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.
- F4Represents the redemption of Partnership Units pursuant to the agreement of limited partnership of the Operating Partnership.
- F5Partnership Units do not expire.
- F6Represents operating partnership units of Seritage Growth Properties, L.P. (the "Operating Partnership") with a value of $40.18 per unit which were distributed by ESL Partners, L.P. ("Partners") on a pro rata basis to certain partners that elected in 2017 to redeem all or a portion of their interest in Partners, which were converted into Class A common shares of beneficial interest of Seritage Growth Properties, par value $0.01 per share ("Class A Shares").