SEC Form 4 · accession 0000919574-16-010140

Seritage Growth Properties · SRG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bruce R Berkowitz

10% Owner

Period of report

Feb 9, 2016

Accepted (ET)

Feb 11, 2016 · 5:24 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, $0.01 par value^F2	Feb 9, 2016	P	10,000	$38.25	A	3,447,550	I	See Footnote
Class C Non-Voting Common Shares, $0.01 par value^F2	Feb 10, 2016	J	4,550	$39.28	D	6,713,285	I	See Footnote
Class A Common Shares, $0.01 par value^F2	Feb 10, 2016	J	4,550	$39.28	A	3,447,550	I	See Footnote
Class A Common Shares, $0.01 par value^F2	Feb 10, 2016	S	4,550	$39.28	D	3,447,550	I	See Footnote
Class A Common Shares, $0.01 par value^F2	Feb 11, 2016	P	200	$36.76	A	3,447,750	I	See Footnote
Class A Common Shares, $0.01 par value^F2	Feb 11, 2016	J	60,300	$0.00	D	3,387,450	I	See Footnote
Class C Non-Voting Common Shares, $0.01 par value^F6,F2	Feb 11, 2016	J	60,300	$0.00	A	6,486,735	I	See Footnote
Class C Non-Voting Common Shares, $0.01 par value	holding	—	—		—	35,850	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The securities are held in an account managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person") and are in the process of being converted to Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares") pursuant to the Exchange Agreement by and among Fairholme Capital Management, L.L.C and Seritage Growth Properties. The Reporting Person does not have any direct or indirect pecuniary interest in the managed account because the Reporting Person (i) does not receive any incentive compensation from the managed account and (ii) does not have a direct or indirect interest in the managed account.
F2The securities may be deemed to be beneficially owned by the Reporting Person because he controls the sole member of a registered investment adviser, which may be deemed to have beneficial ownership of the securities because it serves as the investment manager to a registered investment company and certain private funds and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3The securities were held in an account managed indirectly by the Reporting Person and were sold pursuant to client instructions. The Reporting Person does not have any direct or indirect pecuniary interest in the managed account because the Reporting Person (i) does not receive any incentive compensation from the managed account and (ii) does not have a direct or indirect interest in the managed account.
F4Due to a contractual restriction on the sale of the Class C Shares, the account sold Class A Common Shares, $0.01 par value ("Class A Shares") in the market while effecting a conversion of its Class C Shares to Class A Shares (via a transfer agent).
F5The securities are held in accounts managed indirectly by the Reporting Person and were converted to Class C Shares pursuant to the Exchange Agreement by and among Fairholme Capital Management, L.L.C and Seritage Growth Properties. The Reporting Person does not have any direct or indirect pecuniary interest in the managed accounts because the Reporting Person (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts.
F6In addition to the 60,300 securities reported in Column 4, the amount reported in Column 5 accounts for 286,850 shares now held in accounts over which the Reporting Person no longer has beneficial ownership.