SEC Form 4 · accession 0000919574-17-003055
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
Mar 27, 2017
Accepted (ET)
Mar 29, 2017 · 6:07 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 C Non-Voting Common Shares, $0.01 par valueF2 | Mar 27, 2017 | J | 17,700 | $43.02 | D | 5,728,385 | I | See Footnote |
| Class A Common Shares, $0.01 par valueF2 | Mar 27, 2017 | J | 17,700 | $43.02 | A | 3,646,550 | I | See Footnote |
| Class A Common Shares, $0.01 par valueF2 | Mar 27, 2017 | J | 17,700 | $43.02 | D | 3,646,550 | I | See Footnote |
| Class C Non-Voting Common Shares, $0.01 par valueF2 | Mar 28, 2017 | J | 3,000 | $42.79 | D | 5,725,385 | I | See Footnote |
| Class A Common Shares, $0.01 par valueF2 | Mar 28, 2017 | J | 3,000 | $42.79 | A | 3,646,550 | I | See Footnote |
| Class A Common Shares, $0.01 par valueF2 | Mar 28, 2017 | J | 3,000 | $42.79 | D | 3,646,550 | I | See Footnote |
| Class A Common Shares, $0.01 par valueF2 | Mar 29, 2017 | P | 10,000 | $42.84 | A | 3,656,550 | I | See Footnote |
| Class A Common Shares, $0.01 par valueF2 | Mar 29, 2017 | P | 10,000 | $42.84 | A | 3,666,550 | 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 were held in an account managed indirectly by Mr. Bruce R. Berkowitz (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.
- 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.
- F3Due to a contractual restriction on the sale of the Class C Non-Voting Common Shares, $0.01 par value ("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).
- F4The reported securities are directly owned by The Fairholme Focused Income Fund (the "Fund"), a series of Fairholme Funds, Inc., managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the Fund except to the extent of his pecuniary interest, if any, therein.
- F5The securities are held in an account managed indirectly by the Reporting Person and are in the process of being 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 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.