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