SEC Form 4 · accession 0001144204-15-043744
Seritage Growth Properties · SRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Kenneth C Griffin
10% Owner
CITADEL SECURITIES LLC
10% Owner
Citadel GP LLC
10% Owner
CITADEL ADVISORS LLC
10% Owner
Surveyor Capital Ltd.
10% Owner
Citadel Advisors Holdings III LP
10% Owner
Period of report
Jul 8, 2015
Accepted (ET)
Jul 22, 2015 · 6:49 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,F18 | Jul 8, 2015 | P | 1,450 | $37.01 | A | 3,792,147 | I | See Footnote |
| Class A common sharesF1,F3,F18 | Jul 9, 2015 | P | 7,100 | $37.34 | A | 3,799,247 | I | See Footnote |
| Class A common sharesF1,F4,F18 | Jul 10, 2015 | P | 4,100 | $37.50 | A | 3,803,347 | I | See Footnote |
| Class A common sharesF1,F5,F18 | Jul 13, 2015 | P | 39,246 | $37.26 | A | 3,842,593 | I | See Footnote |
| Class A common sharesF1,F6,F18 | Jul 14, 2015 | P | 1,398 | $37.43 | A | 3,843,991 | I | See Footnote |
| Class A common sharesF1,F7,F18 | Jul 15, 2015 | S | 2,760 | $37.53 | D | 3,841,231 | I | See Footnote |
| Class A common sharesF1,F8,F18 | Jul 16, 2015 | S | 2,665 | $37.95 | D | 3,838,566 | I | See Footnote |
| Class A common sharesF1,F18 | Jul 21, 2015 | S | 1,450,000 | $38.09 | D | 2,388,556 | I | See Footnote |
| Class A common sharesF9,F10,F18 | Jul 10, 2015 | P | 1,582 | $37.50 | A | 10,566 | I | See Footnote |
| Class A common sharesF9,F11,F18 | Jul 13, 2015 | P | 4,500 | $37.40 | A | 6,501 | I | See Footnote |
| Class A common sharesF9,F12,F18 | Jul 14, 2015 | P | 600 | $37.41 | A | 5,901 | I | See Footnote |
| Class A common sharesF9,F13,F18 | Jul 15, 2015 | P | 5,066 | $37.54 | A | 835 | I | See Footnote |
| Class A common sharesF9,F14,F18 | Jul 16, 2015 | P | 400 | $37.82 | A | 435 | I | See Footnote |
| Class A common sharesF9,F15,F18 | Jul 17, 2015 | P | 6,336 | $39.23 | A | 5,901 | I | See Footnote |
| Class A common sharesF9,F16,F18 | Jul 17, 2015 | S | 5,901 | $39.25 | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Return SwapF17,F1,F18 | — | Jul 15, 2015 | J | 900 | A | — | — | Class A common shares | 900 | 900 | I |
| Total Return SwapF19,F1,F18 | — | Jul 16, 2015 | J | 1 | A | — | — | Class A common shares | 1 | 1 | I |
| Total Return SwapF20,F9,F18 | — | Jul 15, 2015 | J | 5,066 | A | — | — | Class A common shares | 5,066 | 5,066 | I |
| Total Return SwapF20,F9,F18 | — | Jul 17, 2015 | J | 5,066 | D | — | — | Class A common shares | 5,066 | 0 | I |
| Total Return SwapF21,F9,F18 | — | Jul 16, 2015 | J | 400 | A | — | — | Class A common shares | 400 | 400 | I |
| Total Return SwapF21,F9,F18 | — | Jul 17, 2015 | J | 400 | D | — | — | Class A common shares | 400 | 0 | I |
| Total Return SwapF22,F9,F18 | — | Jul 17, 2015 | J | 435 | A | — | — | Class A common shares | 435 | 435 | I |
| Total Return SwapF22,F9,F18 | — | Jul 17, 2015 | J | 435 | D | — | — | Class A common shares | 435 | 0 | I |
Explanation of responses
- F1This security is owned by Surveyor Capital Ltd. ("Surveyor").
- F10This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.48 to $37.51. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
- F11This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.20 to $37.47. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
- F12This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.35 to $37.44. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
- F13This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.04 to $37.79. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
- F14This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.80 to $37.84. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
- F15This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $38.95 to $39.52. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
- F16This price represents the weighted average sale price. The sale prices for these transactions ranged from $38.99 to $39.50. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F17On July 15, 2015, Surveyor entered into a 3-year equity swap agreement with a dealer referencing 900 shares of Seritage Class A shares ("notional shares") at a price of $37.16 per share ("applicable base price"). From time to time over the life of the swap, (i) Surveyor will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to Surveyor any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, Surveyor will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to Surveyor the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement.
- F18Citadel Advisors LLC ("Citadel Advisors"), a registered investment adviser, is the portfolio manager for Surveyor and EDMF. Citadel Advisors Holdings III LP ("CAH3") is the managing member of Citadel Advisors. CALC III LP ("CALC3") is the non-member manager of Citadel Securities LLC ("Citadel Securities"). Citadel GP LLC ("CGP") is the general partner of CALC3 and CAH3. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP.
- F19On July 16, 2015, Surveyor entered into a 1-year equity swap agreement with a dealer referencing 1 notional share of Seritage at an applicable base price of $37.98 per share. From time to time over the life of the swap, (i) Surveyor will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to Surveyor any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, Surveyor will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to Surveyor the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement.
- F2This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $36.96 to $37.29. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F20On July 15, 2015, EDMF entered into a 1-year equity swap agreement with a dealer referencing 5,066 notional shares of Seritage at an applicable base price of $37.54 per share. From time to time over the life of the swap, (i) EDMF will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to EDMF any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, EDMF will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to EDMF the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement. On July 17, 2015, EDMF unwound the swap agreement.
- F21On July 16, 2015, EDMF entered into a 1-year equity swap agreement with a dealer referencing 400 notional shares of Seritage at an applicable base price of $37.82 per share. From time to time over the life of the swap, (i) EDMF will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to EDMF any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, EDMF will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to EDMF the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement. On July 17, 2015, EDMF unwound the swap agreement.
- F22On July 17, 2015, EDMF entered into a 1-year equity swap agreement with a dealer referencing 435 notional shares of Seritage at an applicable base price of $38.98 per share. From time to time over the life of the swap, (i) EDMF will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to EDMF any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, EDMF will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to EDMF the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement. On July 17, 2015, EDMF unwound the swap agreement.
- F3This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.23 to $37.39. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F4This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.49 to $37.51. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F5This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.18 to $37.48. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F6This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.41 to $37.45. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F7This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.15 to $37.76. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F8This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.78 to $38.00. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F9This security is owned by Citadel Event Driven Master Fund Ltd. ("EDMF").
Remarks
Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. This is part 1 of 2. The Reporting Persons notified the issuer that they intend to reimburse the issuer for the short swing profits (if any) with respect to the trades reported herein.