SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schall Benjamin

(Last)

(First)

(Middle)

54 WEST 40TH STREET, 10TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Seritage Growth Properties [ SRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, President

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common shares of beneficial interest	07/07/2015		A		16,903.3125⁽¹⁾	A	$0.00	17,003.3125	D
Restricted Shares (time-vesting)	07/07/2015		A		50,709.9375⁽¹⁾	A	$0.00	67,713.25	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units (time-vesting)	$0.00	07/07/2015		A		21,551.72		⁽²⁾	⁽²⁾	Class A common shares	21,551.72	$0.00	21,551.72	D
Restricted Shares (performance-vesting)	$0.00	07/07/2015		A		101,419.87		⁽³⁾	⁽³⁾	Class A common shares	101,419.87	$0.00	101,419.87	D
Restricted Shares (performance-vesting)	$0.00	07/07/2015		A		21,551.72		⁽⁴⁾	⁽⁴⁾	Class A common shares	21,551.72	$0.00	21,551.72	D

Explanation of Responses:

1. Mr. Schall received an award of 67,613.25 shares on July 7, 2015. 25% of this award (16,903.3125 shares) of restricted shares is vested as of July 7, 2015, and the unvested portion will vest in three equal annual installments beginning July 7, 2016.

2. This award vests in three equal annual installments beginning on July 7, 2016.

3. This award will vest based on the achievement of applicable performance goals. The reported number of performance-vesting restricted shares represents the number of shares earned based on the achievement of target performance. The number of shares that may be earned based on maximum performance is 150% of the target number of performance-vesting restricted shares.

4. This award will vest based on the achievement of applicable performance goals. The reported number of performance-vesting restricted shares represents the number of shares earned based on the achievement of target performance. The number of shares that may be earned based on maximum performance is 265% of the target number of performance-vesting restricted shares.

Remarks:

	/s/ Benjamin Schall	07/09/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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