8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2019 (April 15, 2019)

_________________________ 

SERITAGE GROWTH PROPERTIES

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-37420		38-3976287
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
500 Fifth Avenue, Suite 1530New York, New York		10110
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (212) 355-7800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2019, the Board of Trustees (the “Board”) of Seritage Growth Properties (the “Company”) elected Allison Thrush as a trustee of the Company and as a member of Class III of the Board. Ms. Thrush was also appointed to the Audit Committee of the Board.

Ms. Thrush will replace Mr. Thomas Steinberg on the Audit Committee effective May 6, 2019.  Mr. Steinberg will continue in his roles as a trustee of the Company, Chairman of the Investment Committee and a member of the Nominating and Corporate Governance Committee.

Ms. Thrush, 55, previously served as a managing director of Fortress Investment Group LLC, where she was responsible for capital formation and investor relations for the firm’s private equity business.  Her responsibilities included fund structuring, fundraising, and negotiation of the firm’s private equity investment partnerships, investor relations and client services, oversight of various advisory boards, and special projects relating to matters such as restructurings, recapitalizations and IPOs.  Prior to joining Fortress in 2001, Ms. Thrush directed a portfolio of opportunistic real estate and private equity investments for the New York State Common Retirement Fund. Prior to that, she worked for the New York State Urban Development Corporation and Coopers and Lybrand, now PricewaterhouseCoopers.  Ms. Thrush received a B.S. in Economics from the University of California, Berkeley, and a Masters in Public Policy from Harvard University’s Kennedy School of Government.

Ms. Thrush was not elected as a trustee of the Company pursuant to any arrangement or understanding with any other person. Ms. Thrush has no family relationships with any director or executive officer of the Company and there are no transactions in which Ms. Thrush has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board has determined that Ms. Thrush qualifies as “independent” and “financially literate” under the rules of the New York Stock Exchange, including as required to serve as a member of the Audit Committee of the Board.

Ms. Thrush will be compensated for serving as a trustee of the Company in the same way as the other non-employee trustees of the Company are compensated, as described in the Company’s proxy statement relating to the 2019 annual meeting of the Company’s shareholders filed with the Securities and Exchange Commission on March 15, 2019.

A copy of the press release announcing Ms. Thrush’s election as a trustee of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated April 19, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SERITAGE GROWTH PROPERTIES
By:	/s/ Matthew Fernand
	Name:	Matthew Fernand
	Title:	Executive Vice President, General Counsel & Secretary

Date:April 19, 2019

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated April 19, 2019

EX-99.1

Seritage Growth Properties Announces Appointment of Allison Thrush to Board of Trustees

New York, NY – April 19, 2019 – Seritage Growth Properties (NYSE: SRG) announced today that Allison Thrush has been appointed to the Company’s Board of Trustees as an independent trustee.  Ms. Thrush will serve on the Board’s Audit Committee.

“We are very pleased to welcome Allison Thrush to the Board of Trustees of Seritage,” stated Edward S. Lampert, Chairman of the Board of Trustees of Seritage Growth Properties. “As we continue to execute on our business plan, we believe Allison will offer valuable counsel and perspective through her extensive corporate, capital and investment experiences and we look forward to her contributions.”

Ms. Thrush previously served as a managing director of Fortress Investment Group, where she was responsible for capital formation and investor relations for the firm’s private equity business.  Her responsibilities included fund structuring, fundraising, and negotiation of the firm’s private equity investment partnerships, investor relations and client services, oversight of various advisory boards, and special projects relating to matters such as restructurings, recapitalizations and IPOs.  Prior to joining Fortress in 2001, Ms. Thrush directed a portfolio of opportunistic real estate and private equity investments for the New York State Common Retirement Fund. Prior to that, she worked for the New York State Urban Development Corporation and Coopers and Lybrand, now PricewaterhouseCoopers.  Ms. Thrush received a B.S. in Economics from the University of California, Berkeley, and a Masters in Public Policy from Harvard University’s Kennedy School of Government.

About Seritage Growth Properties

Seritage Growth Properties is a publicly-traded, self-administered and self-managed REIT with 206 wholly-owned properties and 26 joint venture properties totaling approximately 36.3 million square feet of space across 48 states and Puerto Rico. The Company was formed to unlock the underlying real estate value of a high-quality retail portfolio it acquired from Sears Holdings in July 2015. Pursuant to a master lease, the Company has the right to recapture certain space from the successor to Sears Holdings for retenanting or redevelopment purposes. The Company’s mission is to create and own revitalized shopping, dining, entertainment and mixed-use destinations that provide enriched experiences for consumers and local communities, and create long-term value for our shareholders.

Contact

Seritage Growth Properties

646-277-1268

IR@Seritage.com