SEC Form 4 · accession 0000899243-18-006506
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 2, 2018
Accepted (ET)
Mar 6, 2018 · 6:00 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 | Mar 2, 2018 | S | 77,638 | $36.17 | D | 346,709 | I | See Footnotes |
| Class A Common SharesF1,F2,F3 | Mar 2, 2018 | P | 77,638 | $36.17 | A | 608,253 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership UnitsF7,F2,F3,F4,F9,F6,F8 | — | Mar 2, 2018 | S | 922,362 | D | Jul 7, 2016 | — | Class A Common Shares | 6,127,204 | 6,127,204 | I |
| Partnership UnitsF7,F2,F3,F6,F8 | — | Mar 2, 2018 | P | 922,362 | A | Jul 7, 2016 | — | Class A Common Shares | 14,090,941 | 14,090,941 | D |
Explanation of responses
- F1Represents a cross-trade between ESL Partners, L.P. ("Partners") and Edward S. Lampert, in which Partners disposed of and Mr. Lampert acquired Class A common shares of beneficial interest of Seritage Growth Properties (the "Issuer"), par value $0.01 per share ("Class A Shares"). The reported transactions occurred simultaneously at no profit to the reporting person and resulted in no change in the aggregate beneficial ownership of the reporting person.
- F2This statement is filed by and on behalf of Mr. Lampert. Mr. Lampert and Partners are the direct beneficial owners of the securities covered by this statement.
- F3The 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.
- F4RBS 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.
- F5Represents Class A Shares directly beneficially owned by Partners.
- F6Pursuant 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.
- F7Represents a cross-trade between Partners and Mr. Lampert, in which Partners disposed of and Mr. Lampert acquired Partnership Units. The reported transactions occurred simultaneously at no profit to the reporting person and resulted in no change in the aggregate beneficial ownership of the reporting person.
- F8The Partnership Units do not expire.
- F9Represents Partnership Units directly beneficially owned by Partners.