0001144204-15-043744.txt : 20150722 0001144204-15-043744.hdr.sgml : 20150722 20150722184902 ACCESSION NUMBER: 0001144204-15-043744 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150708 FILED AS OF DATE: 20150722 DATE AS OF CHANGE: 20150722 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Seritage Growth Properties CENTRAL INDEX KEY: 0001628063 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 472532864 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 8472863715 MAIL ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 FORMER COMPANY: FORMER CONFORMED NAME: Seritage Growth Properties, Inc. DATE OF NAME CHANGE: 20141215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRIFFIN KENNETH C CENTRAL INDEX KEY: 0001255159 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37420 FILM NUMBER: 151000886 MAIL ADDRESS: STREET 1: CITADEL INVESTMENT GROUP LLC STREET 2: 131 S DEARBORN STREET 32ND FL CITY: CHICAGO STATE: IL ZIP: 60603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Citadel Advisors Holdings III LP CENTRAL INDEX KEY: 0001640129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37420 FILM NUMBER: 151000887 BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET STREET 2: 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-395-2100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET STREET 2: 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CITADEL ADVISORS LLC CENTRAL INDEX KEY: 0001423053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37420 FILM NUMBER: 151000888 BUSINESS ADDRESS: STREET 1: C/O CITADEL LLC STREET 2: 131 S. DEARBORN ST., 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-395-2100 MAIL ADDRESS: STREET 1: C/O CITADEL LLC STREET 2: 131 S. DEARBORN ST., 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CITADEL SECURITIES LLC CENTRAL INDEX KEY: 0001307720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37420 FILM NUMBER: 151000889 BUSINESS ADDRESS: STREET 1: 131 SOUTH DEARBORN STREET CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123955000 MAIL ADDRESS: STREET 1: 131 SOUTH DEARBORN STREET CITY: CHICAGO STATE: IL ZIP: 60603 FORMER NAME: FORMER CONFORMED NAME: Citadel Securities LLC DATE OF NAME CHANGE: 20091201 FORMER NAME: FORMER CONFORMED NAME: Citadel Derivatives Group, LLC DATE OF NAME CHANGE: 20041103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Surveyor Capital Ltd. CENTRAL INDEX KEY: 0001588930 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37420 FILM NUMBER: 151000890 BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN ST. STREET 2: 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-395-2100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN ST. STREET 2: 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Citadel GP LLC CENTRAL INDEX KEY: 0001423052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37420 FILM NUMBER: 151000891 BUSINESS ADDRESS: STREET 1: 131 DEARBORN ST. STREET 2: 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-395-2100 MAIL ADDRESS: STREET 1: 131 DEARBORN ST. STREET 2: 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 FORMER NAME: FORMER CONFORMED NAME: CITADEL INVESTMENT GROUP II, L.L.C. DATE OF NAME CHANGE: 20080108 4 1 v416016_4.xml OWNERSHIP DOCUMENT X0306 4 2015-07-08 1 0001628063 Seritage Growth Properties SRG 0001423052 Citadel GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO IL 60603 0 0 1 0 0001588930 Surveyor Capital Ltd. C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO IL 60603 0 0 1 0 0001307720 CITADEL SECURITIES LLC C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO IL 60603 0 0 1 0 0001423053 CITADEL ADVISORS LLC C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO IL 60603 0 0 1 0 0001640129 Citadel Advisors Holdings III LP C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO IL 60603 0 0 1 0 0001255159 GRIFFIN KENNETH C C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO IL 60603 0 0 1 0 Class A common shares 2015-07-08 4 P 0 1450 37.01 A 3792147 I See Footnote Class A common shares 2015-07-09 4 P 0 7100 37.34 A 3799247 I See Footnote Class A common shares 2015-07-10 4 P 0 4100 37.50 A 3803347 I See Footnote Class A common shares 2015-07-13 4 P 0 39246 37.26 A 3842593 I See Footnote Class A common shares 2015-07-14 4 P 0 1398 37.43 A 3843991 I See Footnote Class A common shares 2015-07-15 4 S 0 2760 37.53 D 3841231 I See Footnote Class A common shares 2015-07-16 4 S 0 2665 37.95 D 3838566 I See Footnote Class A common shares 2015-07-21 4 S 0 1450000 38.09 D 2388556 I See Footnote Class A common shares 2015-07-10 4 P 0 1582 37.50 A 10566 I See Footnote Class A common shares 2015-07-13 4 P 0 4500 37.40 A 6501 I See Footnote Class A common shares 2015-07-14 4 P 0 600 37.41 A 5901 I See Footnote Class A common shares 2015-07-15 4 P 0 5066 37.54 A 835 I See Footnote Class A common shares 2015-07-16 4 P 0 400 37.82 A 435 I See Footnote Class A common shares 2015-07-17 4 P 0 6336 39.23 A 5901 I See Footnote Class A common shares 2015-07-17 4 S 0 5901 39.25 D 0 I See Footnote Total Return Swap 2015-07-15 4 J 1 900 A Class A common shares 900 900 I See Footnote Total Return Swap 2015-07-16 4 J 1 1 A Class A common shares 1 1 I See Footnote Total Return Swap 2015-07-15 4 J 1 5066 A Class A common shares 5066 5066 I See Footnote Total Return Swap 2015-07-17 4 J 1 5066 D Class A common shares 5066 0 I See Footnote Total Return Swap 2015-07-16 4 J 1 400 A Class A common shares 400 400 I See Footnote Total Return Swap 2015-07-17 4 J 1 400 D Class A common shares 400 0 I See Footnote Total Return Swap 2015-07-17 4 J 1 435 A Class A common shares 435 435 I See Footnote Total Return Swap 2015-07-17 4 J 1 435 D Class A common shares 435 0 I See Footnote This security is owned by Surveyor Capital Ltd. ("Surveyor"). This 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. This 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. This 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. This 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. This 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. This 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. This 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. This security is owned by Citadel Event Driven Master Fund Ltd. ("EDMF"). This 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. This 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. This 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. This 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. This 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. This 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. This 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. On 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. Citadel 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. On 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. On 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. On 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. On 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. 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. Citadel GP LLC, /s/ John C. Nagel, Authorized Signatory 2015-07-22 Surveyor Capital Ltd., /s/ John C. Nagel, Authorized Signatory 2015-07-22 Citadel Securities LLC, /s/ John C. Nagel, Authorized Signatory 2015-07-22 Citadel Advisors LLC, /s/ John C. Nagel, Authorized Signatory 2015-07-22 Citadel Advisors Holdings III LP, /s/ John C. Nagel, Authorized Signatory 2015-07-22 Kenneth C. Griffin, /s/ John C. Nagel, attorney-in-fact 2015-07-22 EX-99.1 2 v416016_ex99-1.htm EX-99.1

JOINT FILER INFORMATION

Name:	Citadel GP LLC

Address:	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603

Designated Filer:	Citadel GP LLC

Issuer and Ticker Symbol:	Seritage Growth Properties [SRG]

Date of Event
Requiring Statement:	07/08/2015

CITADEL GP LLC

By:

/s/ John C. Nagel