Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-014853
Date:2021-04-01
Issuer: SERITAGE GROWTH PROPERTIES (SRG)
Original Submission Date:

Reporting Person:

LAMPERT EDWARD S
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS,, FL 33154

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON SHARES 2021-04-01 C 473,669 a $0.00 473,669 indirect f4,f5,f6,f7
CLASS A COMMON SHARES 2021-04-01 C 1,679,341 a $0.00 3,399,778 f5 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PARTNERSHIP UNITS 0.0 2021-04-01 deemed execution date C 473,669 (d) 2016-07-07 class a common shares 1,385,839 $0.00 1,385,839 indirect see footnotes
PARTNERSHIP UNITS 0.0 2021-04-01 deemed execution date C 1,679,341 (d) 2016-07-07 class a common shares 11,805,202 $0.00 11,805,202 direct
Footnotes
IDfootnote
f1 esl partners, l.p. ("partners") redeemed 473,669 limited partnership interests ("partnership units") of seritage growth properties, l.p. (the "operating partnership"), of which seritage growth properties (the "issuer") is the general partner.
f2 pursuant to the agreement of limited partnership of the operating partnership, the partnership units of the operating partnership may be redeemed, at the request of the holder of such partnership units, for a determinable amount in cash, or at the option of the issuer, class a common shares of beneficial interest of the issuer, par value $0.01 per share ("class a shares"), at the rate of one class a share for each partnership unit redeemed.
f3 the issuer elected to redeem the 473,669 partnership units of partners with 473,669 class a shares. the redemption of partnership units by the issuer with class a shares, and the receipt of such class a shares by partners, is exempt from section 16 of the securities exchange act of 1934, as amended (the "exchange act"), pursuant to rule 16b-6(b) thereunder.
f4 this statement is filed by and on behalf of edward s. lampert. mr. lampert and partners are the direct beneficial owners of the securities covered by this statement.
f5 the reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of section 16 of the exchange act or otherwise, the beneficial owner of any securities covered by this statement. the reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
f6 rbs partners, l.p. ("rbs") is the general partner of, and may be deemed to beneficially own securities owned by, partners. mr. lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, rbs. esl investments, inc. ("esl") is the general partner of, and may be deemed to beneficially own securities owned by, rbs. mr. lampert is the chairman, chief executive officer and director of, and may be deemed to beneficially own securities owned by, esl.
f7 represents class a shares directly beneficially owned by partners.
f8 mr. lampert redeemed 1,679,341 partnership units of the operating partnership, of which the issuer is the general partner.
f9 the issuer elected to redeem the 1,679,341 partnership units of mr. lampert with 1,679,341 class a shares. the redemption of partnership units by the issuer with class a shares, and the receipt of such class a shares by mr. lampert, is exempt from section 16 of the exchange act, pursuant to rule 16b-6(b) thereunder.
f10 the partnership units do not expire.
f11 represents partnership units directly beneficially owned by partners.
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