0000919574-17-007246.txt : 20171011 0000919574-17-007246.hdr.sgml : 20171011 20171011211216 ACCESSION NUMBER: 0000919574-17-007246 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171009 FILED AS OF DATE: 20171011 DATE AS OF CHANGE: 20171011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKOWITZ BRUCE R CENTRAL INDEX KEY: 0001214344 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37420 FILM NUMBER: 171133665 MAIL ADDRESS: STREET 1: C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. STREET 2: 4400 BISCAYNE BOULEVARD, 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 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 4 1 p7678274a.xml OWNERSHIP DOCUMENT X0306 4 2017-10-09 0 0001628063 Seritage Growth Properties SRG 0001214344 BERKOWITZ BRUCE R C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR MIAMI FL 33137 0 0 1 0 Class C Non-Voting Common Shares, $0.01 par value 2017-10-09 4 J 0 8000 45.82 D 5941185 I See Footnote Class A Common Shares, $0.01 par value 2017-10-09 4 J 0 8000 45.82 A 3807150 I See Footnote Class A Common Shares, $0.01 par value 2017-10-09 4 J 0 8000 45.82 D 3807150 I See Footnote Class C Non-Voting Common Shares, $0.01 par value 2017-10-10 4 J 0 3900 45.76 D 5937285 I See Footnote Class A Common Shares, $0.01 par value 2017-10-10 4 J 0 3900 45.76 A 3807150 I See Footnote Class A Common Shares, $0.01 par value 2017-10-10 4 J 0 3900 45.76 D 3807150 I See Footnote Class C Non-Voting Common Shares, $0.01 par value 2017-10-10 4 J 0 438931 0.00 D 5498354 I See Footnote Class A Common Shares, $0.01 par value 2017-10-10 4 J 0 438931 0.00 A 4246081 I See Footnote Class C Non-Voting Common Shares, $0.01 par value 2017-10-11 4 J 0 20100 45.41 D 5478254 I See Footnote Class A Common Shares, $0.01 par value 2017-10-11 4 J 0 20100 45.41 A 4246081 I See Footnote Class A Common Shares, $0.01 par value 2017-10-11 4 J 0 20100 45.41 D 4246081 I See Footnote Class A Common Shares, $0.01 par value 2017-10-11 4 J 0 40500 0.00 D 4205581 I See Footnote Class C Non-Voting Common Shares, $0.01 par value 2017-10-11 4 J 0 40500 0.00 A 5428130 I See Footnote Class C Non-Voting Common Shares, $0.01 par value 35850 D The 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. The 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. Due 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). The 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. Due 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). In 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. The 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. The amount reported in Column 5 accounts for 90,624 shares now held in accounts over which the Reporting Person no longer has beneficial ownership. Bruce R. Berkowitz, By: /s/ Paul Thomson (Attorney-in-fact) 2017-10-11