0000899243-17-000385.txt : 20170104 0000899243-17-000385.hdr.sgml : 20170104 20170104210542 ACCESSION NUMBER: 0000899243-17-000385 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20170104 DATE AS OF CHANGE: 20170104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Seritage Growth Properties CENTRAL INDEX KEY: 0001628063 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 383976287 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 489 FIFTH AVE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123557800 MAIL ADDRESS: STREET 1: 489 FIFTH AVE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Seritage Growth Properties, Inc. DATE OF NAME CHANGE: 20141215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT EDWARD S CENTRAL INDEX KEY: 0001183200 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37420 FILM NUMBER: 17508486 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-31 0 0001628063 Seritage Growth Properties SRG 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 0 1 Trustee Class A Common Shares 2016-12-31 4 J 0 82983 0.00 D 353095 I See Footnotes Class A Common Shares 105 I See Footnotes Class A Common Shares 2016-12-31 4 J 0 105 0.00 D 0 I See Footnotes Class A Common Shares 530615 D Partnership Units 2016-12-31 4 J 0 2094821 0.00 D 2016-07-07 Class A Common Shares 8912927 8912927 I See Footnotes Partnership Units 2016-07-07 Class A Common Shares 2643 2643 I See Footnotes Partnership Units 2016-12-31 4 J 0 2643 0.00 D 2016-07-07 Class A Common Shares 0 0 I See Footnotes Partnership Units 2016-07-07 Class A Common Shares 13168579 13168579 D Represents Class A common shares of beneficial interest of Seritage Growth Properties (the "Issuer"), par value $0.01 per share ("Class A Shares"), that were distributed by ESL Partners, L.P. ("Partners") on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their interest in Partners (the "Class A Distribution"). This statement is filed by and on behalf of Edward S. Lampert. Mr. Lampert and Partners are the direct beneficial owners of the securities covered by this statement. RBS Partners, L.P. ("RBS") is the general partner of, and may be deemed to beneficially own securities owned by, Partners. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL Investments, Inc. ("ESL") is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Represents Class A Shares directly beneficially owned by Partners. Represents Class A Shares received by RBS from Partners as a result of the Class A Distribution. The acquisition of Class A Shares by RBS in the Class A Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Class A Shares by RBS in the Class A Distribution from Section 16 of the Exchange Act. Represents Class A Shares that were distributed by RBS on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their indirect interest in Partners. Pursuant to the agreement of limited partnership of Seritage Growth Properties, L.P. (the "Operating Partnership"), the limited partnership interests (the "Partnership Units") of the Operating Partnership may be redeemed, at the request of the holder of such Partnership Units, for a determinable amount in cash, or at the option of the Issuer, Class A Shares at the rate of one Class A Share for each Partnership Unit redeemed. Represents Partnership Units that were distributed by Partners on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their interest in Partners (the "Partnership Units Distribution"). The Partnership Units do not expire. Represents Partnership Units directly beneficially owned by Partners. Represents Partnership Units received by RBS from Partners as a result of the Partnership Units Distribution. The acquisition of Partnership Units by RBS in the Partnership Units Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Partnership Units by RBS in the Partnership Units Distribution from Section 16 of the Exchange Act. Represents Partnership Units that were distributed by RBS on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their indirect interest in Partners. /s/ Edward S. Lampert 2017-01-04