SEC Form 4 · accession 0000899243-18-012175
Seritage Growth Properties · SRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward S Lampert
Other
Period of report
May 7, 2018
Accepted (ET)
May 9, 2018 · 7:30 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 | May 7, 2018 | J | 104,522 | $0.00 | D | 242,187 | I | See Footnotes |
| Class A Common SharesF6,F7,F8,F2,F3,F4,F5 | May 7, 2018 | C | 98,923 | — | A | 341,110 | I | See Footnotes |
| Class A Common SharesF2,F3 | holding | — | — | — | 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 UnitsF6,F7,F8,F2,F3,F4,F10,F9 | — | May 7, 2018 | C | 98,923 | D | Jul 7, 2016 | — | Class A Common Shares | 6,028,281 | 6,028,281 | I |
| Partnership UnitsF2,F3,F7,F9 | — | holding | — | — | — | Jul 7, 2016 | — | Class A Common Shares | 14,090,941 | 14,090,941 | 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 limited partners that elected in 2017 to redeem all or a portion of their interest in Partners.
- F10Represents Partnership Units directly beneficially owned by 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.
- 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.
- F6Partners redeemed 98,923 limited partnership interests ("Partnership Units") of Seritage Growth Properties, L.P. (the "Operating Partnership"), of which the Issuer is the general partner.
- F7Pursuant to the agreement of limited partnership of the Operating Partnership, 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.
- F8The Issuer elected to redeem the 98,923 Partnership Units of Partners with 98,923 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.
- F9The Partnership Units do not expire.