SEC Form 4 · accession 0000919574-17-003917
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
May 9, 2017
Accepted (ET)
May 11, 2017 · 6:04 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 Shares, $0.01 par valueF2 | May 9, 2017 | P | 17,600 | $39.98 | A | 3,837,150 | I | See Footnote |
| Class A Common Shares, $0.01 par valueF2 | May 11, 2017 | P | 44,800 | $39.92 | A | 3,881,950 | I | See Footnote |
| Class C Non-Voting Common Shares, $0.01 par valueF2 | holding | — | — | — | 5,719,335 | 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 are held in accounts 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 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.