Sec Form 4 Filing - LAMPERT EDWARD S @ Seritage Growth Properties - 2021-04-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LAMPERT EDWARD S
2. Issuer Name and Ticker or Trading Symbol
Seritage Growth Properties [ SRG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Trustee
(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(Street)
BAY HARBOR ISLANDS,, FL33154
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Shares 04/01/2021 C 473,669 ( 1 ) A 473,669 I See Footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 )
Class A Common Shares 04/01/2021 C 1,679,341 ( 8 ) A 3,399,778 D ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Partnership Units ( 2 ) 04/01/2021 C( 3 ) 473,669 ( 1 ) 07/07/2016 ( 10 ) Class A Common Shares 1,385,839 ( 2 ) ( 2 ) ( 3 ) 1,385,839 I See Footnotes ( 4 ) ( 5 ) ( 6 ) ( 11 )
Partnership Units ( 2 ) 04/01/2021 C( 9 ) 1,679,341 ( 8 ) 07/07/2016 ( 10 ) Class A Common Shares 11,805,202 ( 2 ) ( 2 ) ( 9 ) 11,805,202 D ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAMPERT EDWARD S
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS,, FL33154
Trustee
Signatures
/s/ Edward S. Lampert 04/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )Represents Class A Shares directly beneficially owned by Partners.
( 8 )Mr. Lampert redeemed 1,679,341 Partnership Units of the Operating Partnership, of which the Issuer is the general partner.
( 9 )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.
( 10 )The Partnership Units do not expire.
( 11 )Represents Partnership Units directly beneficially owned by Partners.

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