0000919574-17-008238.txt : 20171116
0000919574-17-008238.hdr.sgml : 20171116
20171116173309
ACCESSION NUMBER: 0000919574-17-008238
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20171114
FILED AS OF DATE: 20171116
DATE AS OF CHANGE: 20171116
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: 171208960
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
p7739997.xml
OWNERSHIP DOCUMENT
X0306
4
2017-11-14
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 A Common Shares, $0.01 par value
2017-11-14
4
S
0
200
40.50
D
3739350
I
See Footnote
Class A Common Shares, $0.01 par value
2017-11-14
4
J
0
138732
0.00
D
3600618
I
See Footnote
Class A Common Shares, $0.01 par value
2017-11-14
4
J
0
138732
0.00
A
3739350
I
See Footnote
Class A Common Shares, $0.01 par value
2017-11-14
4
J
0
39020
0.00
D
3700330
I
See Footnote
Class A Common Shares, $0.01 par value
2017-11-14
4
J
0
39020
0.00
A
3739350
I
See Footnote
Class A Common Shares, $0.01 par value
2017-11-15
4
S
0
120700
40.18
D
3618650
I
See Footnote
Class C Non-Voting Common Shares, $0.01 par value
3501281
I
See Footnote
Class C Non-Voting Common Shares, $0.01 par value
583498
D
The reported securities were directly owned by The Fairholme Allocation Fund, a series of Fairholme Funds, Inc. (the "Allocation Fund"), managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein.
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 separate series of a registered investment company 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.
Represents a redemption in-kind of the reported securities from the Allocation Fund to account(s) managed indirectly by the Reporting Person. The securities are in the process of being converted to Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares"), pursuant to the Exchange Agreement by and among Fairholme Capital Management, L.L.C and Seritage Growth Properties. The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein. The Reporting Person does not have any direct or indirect pecuniary interest in the managed account(s) because the Reporting Person (i) does not receive any incentive compensation from the managed account(s) and (ii) does not have a direct or indirect interest in the managed account(s).
Represents a redemption in-kind of the reported securities from The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fairholme Fund") to account(s) managed indirectly by the Reporting Person. The securities are in the process of being converted to Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares"), pursuant to the Exchange Agreement by and among Fairholme Capital Management, L.L.C and Seritage Growth Properties. The Reporting Person disclaims beneficial ownership in the Fairholme Fund except to the extent of his pecuniary interest, if any, therein. The Reporting Person does not have any direct or indirect pecuniary interest in the managed account(s) because the Reporting Person (i) does not receive any incentive compensation from the managed account(s) and (ii) does not have a direct or indirect interest in the managed account(s).
Bruce Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact
2017-11-16
EX-99
2
poa.txt
POA
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Paul R. Thomson, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him, for the sole purpose of
signing on his behalf any and all Regulatory Filings under the Securities Act of
1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940
and any amendments and supplements thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to accomplish the above, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, and may lawfully do or cause to be done by
virtue hereof. This Power of Attorney shall continue effective until revoked by
me at any time.
Dated this 3rd day of June, 2015.
/s/ Bruce R. Berkowitz
----------------------------
Bruce R. Berkowitz