SEC Form 4 · accession 0000919574-17-007246

Seritage Growth Properties · SRG

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The securities were held in accounts 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 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.
• 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 accounts 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 securities were held in an account managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the account except to the extent of his pecuniary interest, if any therein.
• F5Due to a contractual restriction on the sale of the Class C Shares, the account sold Class A Shares in the market while effecting a conversion of its Class C Shares to Class A Shares (via a transfer agent).
• F6In anticipation of a pro-rata in-kind distribution of Class C Shares by a private fund managed indirectly by the Reporting Person to its limited partners into accounts over which the Reporting Person no longer has beneficial ownership, the private fund effected a conversion of its Class C Shares to Class A Shares (via a transfer agent) due to a contractual restriction on the transfer of the Class C Shares. The Reporting Person disclaims beneficial ownership in the private fund except to the extent of his pecuniary interest, if any, therein.
• F7The 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.
• F8The amount reported in Column 5 accounts for 90,624 shares now held in accounts over which the Reporting Person no longer has beneficial ownership.