0001549575-22-000002.txt : 20220110
0001549575-22-000002.hdr.sgml : 20220110
20220110145712
ACCESSION NUMBER: 0001549575-22-000002
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20220110
DATE AS OF CHANGE: 20220110
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Seritage Growth Properties
CENTRAL INDEX KEY: 0001628063
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 383976287
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88934
FILM NUMBER: 22521012
BUSINESS ADDRESS:
STREET 1: 500 FIFTH AVENUE
STREET 2: SUITE 1530
CITY: NEW YORK
STATE: NY
ZIP: 10110
BUSINESS PHONE: 2123557800
MAIL ADDRESS:
STREET 1: 500 FIFTH AVENUE
STREET 2: SUITE 1530
CITY: NEW YORK
STATE: NY
ZIP: 10110
FORMER COMPANY:
FORMER CONFORMED NAME: Seritage Growth Properties, Inc.
DATE OF NAME CHANGE: 20141215
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Dalal Street, LLC
CENTRAL INDEX KEY: 0001549575
IRS NUMBER: 202815874
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 1250 S. CAPITAL OF TEXAS HIGHWAY
STREET 2: SUITE 1-520
CITY: AUSTIN
STATE: TX
ZIP: 78746-6414
BUSINESS PHONE: 1-512-999-7110
MAIL ADDRESS:
STREET 1: 1250 S. CAPITAL OF TEXAS HIGHWAY
STREET 2: SUITE 1-520
CITY: AUSTIN
STATE: TX
ZIP: 78746-6414
SC 13G/A
1
seritage13g2022.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Seritage Growth Properties
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(Name of Issuer)
Class A common shares of beneficial interest, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
81752R100
--------------------------------------------------------------------------------
(CUSIP Number)
Dalal Street, LLC, 1250 S. Capital of Texas Highway, Suite 1-520
Austin, TX 78746, 512-999-7110
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 2022
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 81752R100 13G Page 2 of 6 Pages
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Mohnish Pabrai
Dalal Street, LLC - 20-2815874
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group
(See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Mohnish Pabrai - United States of America
Dalal Street, LLC - Texas
--------------------------------------------------------------------------------
5. SOLE VOTING POWER
00,000
-------------------------------------------------------------
6. SHARED VOTING POWER
NUMBER OF
SHARES 3,456,010*
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 00,000
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
3,456,010*
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,456,010*
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |_|
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
7.92%*
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IN, HC - Mohnish Pabrai
IA, OO - Dalal Street, LLC
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CUSIP No. 81752R100 13G Page 3 of 6 Pages
Item 1.
(a) Name of Issuer:
Seritage Growth Properties
(b) Address of Issuer's Principal Executive Offices:
500 Fifth Avenue, Suite 1530, New York, New York 10110
Item 2.
(a) Name of Person Filing:
Dalal Street, LLC
Mohnish Pabrai
(b) Address of the Principal Office or, if none, residence:
Dalal Street, LLC -
1250 S. Capital of Texas Highway, Suite 1-520, Austin, TX 78746
Mohnish Pabrai - c/o Dalal Street, LLC
1250 S. Capital of Texas Highway, Suite 1-520, Austin, TX 78746
(c) Citizenship:
Dalal Street, LLC - Texas
Mohnish Pabrai - United States of America
(d) Title of Class of Securities:
Class A common shares of beneficial interest, par value $0.01 per share
(e) CUSIP Number:
81752R100
Item 3. If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
Mohnish Pabrai
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with S.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
S.240.13d-1(b)(1)(ii)(F);
(g) |X| A parent holding company or control person in accordance with
S. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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CUSIP No. 81752R100 13G Page 4 of 6 Pages
(i) |_| A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with S.240.13d-1(b)(1)(ii)(J).
Dalal Street, LLC
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |X| An investment adviser in accordance with S.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
S.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
S. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with S.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Mohnish Pabrai - 3,456,010*
Dalal Street, LLC - 3,456,010*
(b) Percent of class:
Mohnish Pabrai - 7.92%*
Dalal Street, LLC - 7.92%*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Mohnish Pabrai - 0
Dalal Street, LLC - 0
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CUSIP No. 81752R100 13G Page 5 of 6 Pages
(ii) Shared power to vote or to direct the vote
Mohnish Pabrai - 3,456,010*
Dalal Street, LLC - 3,456,010*
(iii) Sole power to dispose or to direct the disposition
of
Mohnish Pabrai - 0
Dalal Street, LLC - 0
(iv) Shared power to dispose or to direct the disposition
of
Mohnish Pabrai - 3,456,010*
Dalal Street, LLC - 3,456,010*
* The Class A common shares of beneficial interest, par value $0.01 per share
(the "Shares") of Seritage Growth Properties (the "Company") reported herein
represent Shares beneficially owned and held of record by two private funds
(The Pabrai Investment Fund II, LP and The Pabrai Investment Fund IV, LP)
managed by Dalal Street, LLC (the "Advisor"), Mohnish Pabrai, and 4 managed
accounts (Grammer Buff Profit Sharing Plan, Dakshana Canada, The Dakshana
Foundation and Momachi Pabrai) managed by Mr. Pabrai. Mr. Pabrai is the
managing member of the Advisor. The Advisor, private funds, managed accounts
and Mr. Pabrai (the "Reporting Persons") are each beneficial owners and have
an address of 1250 S. Capital of Texas Highway, Suite 1-520, Austin, TX 78746.
The amount beneficially owned by the Advisor and Mr. Pabrai is determined based
on 43,631,345 Shares issued and outstanding as of October 29, 2021, as disclosed
in the Company's Form 10-Q Quarterly Report, as filed with the Securities and
Exchange Commission on November 4, 2021. The Reporting Persons disclaim
beneficial ownership or otherwise of such portion of the Shares in which the
Reporting Persons have no actual pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to S.240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
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CUSIP No. 81752R100 13G Page 6 of 6 Pages
(b) The following certification shall be included if the statement is
filed pursuant to S.240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 10, 2022
-------------------------------------------
Date
Dalal Street, LLC
/s/ Mohnish Pabrai
-------------------------------------------
Signature
Mohnish Pabrai, Managing Member
-------------------------------------------
Name/Title
Mohnish Pabrai
/s/ Mohnish Pabrai
-------------------------------------------
Signature
Mohnish Pabrai, Individually
-------------------------------------------
Name/Title
EX-1
2
seritage13gexhibit2022.txt
Exhibit 24.1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, each undersigned party hereby agrees to the joint filing, on behalf
of such undersigned party with respect to the Class A Common Shares of Seritage
Growth Properties, a Maryland corporation, of any and all forms(s),
statement(s), report(s),and/or documents required to be filed by such
undersigned party under Section 13 of the Exchange Act (including any
amendment(s), supplement(s), and/or exhibit(s) thereto) with the Securities
and Exchange Commission (and if such security is registered on a national and
securities exchange or national securities association, also with the exchange
or association), and further agrees that this Joint Filing Agreement and Power
of Attorney shall be included as an Exhibit to each such joint filing.
Know all by these presents, that the undersigned hereby constitutes and
appoints Mohnish Pabrai, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or beneficial owner of Seritage Growth
Properties (the "Company"), Schedule 13G and any amendments thereto in
accordance with Section 13 of the Exchange Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Schedule
13G, complete and execute any amendment or amendments thereto, and timely
file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 13 of the Exchange Act.
This Joint Filing Agreement and Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Schedule 13G
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Joint Filing Agreement and
Power of Attorney to be executed as of this 10th day of January, 2022.
DALAL STREET, LLC
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Managing Member
THE PABRAI INVESTMENT FUND II, L.P.
By: Dalal Street, LLC, General Partner
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Managing Member
THE PABRAI INVESTMENT FUND IV, L.P.
By: Dalal Street, LLC, General Partner
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Managing Member
GRAMMER BUFF PROFIT SHARING PLAN
By: /s/ Mohnish Pabrai
Mohnish Pabrai, investment manager
DAKSHANA CANADA
By: /s/ Mohnish Pabrai
Mohnish Pabrai, investment manager
THE DAKSHANA FOUNDATION
By: /s/ Mohnish Pabrai
Mohnish Pabrai, investment manager
MOMACHI PABRAI
By: /s/ Mohnish Pabrai
Mohnish Pabrai, investment manager