Sec Form 4 Filing - LAMPERT EDWARD S @ Seritage Growth Properties - 2021-07-01

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) 07/01/2021 (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 07/01/2021 J 473,669 ( 1 ) D $ 0 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) Class A Common Shares 192,385 ( 6 ) I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 6 ) Class A Common Shares 07/01/2021 J 192,385 ( 7 ) D $ 0 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 7 ) Class A Common Shares 07/01/2021 C 361,832 ( 8 ) A 4,073,186 ( 12 ) D ( 2 ) ( 3 ) ( 9 )

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 ( 10 ) 07/01/2021 J 1,385,839 ( 13 ) 07/07/2016 ( 14 ) Class A Common Shares 0 $ 0 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 15 ) Partnership Units ( 10 ) 07/07/2016 ( 14 ) Class A Common Shares 562,866 ( 10 ) 562,866 ( 16 ) I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 16 ) Partnership Units ( 10 ) 07/01/2021 J 562,866 ( 17 ) 07/07/2016 ( 14 ) Class A Common Shares 0 $ 0 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 17 ) Partnership Units ( 10 ) 07/01/2021 C( 11 ) 361,832 ( 8 ) 07/07/2016 ( 14 ) Class A Common Shares 361,832 ( 10 ) ( 10 ) ( 11 ) 12,354,963 ( 18 ) D ( 2 ) ( 3 ) ( 9 )

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 07/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common shares of beneficial interest of Seritage Growth Properties (the "Issuer"), par value $0.01 per share ("Class A Shares"), that were distributed by ESL Partners, L.P. ("Partners") on a pro rata basis to its partners (the "Partners Share Distribution"). ( 2 )This statement is filed by and on behalf of Edward S. Lampert. ( 3 )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 Securities Exchange Act of 1934, as amended (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. ( 4 )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 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. ( 5 )Represents Class A Shares directly beneficially owned by Partners. ( 6 )Represents Class A Shares received by RBS from Partners as a result of the Partners Share Distribution. The acquisition of Class A Shares by RBS in the Partners Share Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Class A Shares by RBS in the Partners Share Distributions from Section 16 of the Exchange Act. ( 7 )Represents Class A Shares that were distributed by RBS on a pro rata basis to its limited partners, including Mr. Lampert (the "RBS Share Distribution"). ( 8 )Mr. Lampert redeemed the 356,628 limited partnership interests (the "Partnership Units") of Seritage Growth Properties, L.P. (the "Operating Partnership") received by Mr. Lampert in the Partners Unit Distribution (as defined below). The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust") redeemed the 2,602 Partnership Units received by The Nicholas Trust in the Partners Unit Distribution. The Nina Rose Lampert 2015 Trust (the "The Nina Trust", and together with The Nicholas Trust, the "Trusts") redeemed the 2,602 Partnership Units received by The Nina Trust from the Partners Unit Distribution. ( 9 )Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts. ( 10 )Pursuant to the agreement of limited partnership of the Operating Partnership, of which the Issuer is the general partner, 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 Shares, at the rate of one Class A Share for each Partnership Unit redeemed. ( 11 )The Issuer elected to redeem all of Mr. Lampert's 356,628 Partnership Units, The Nicholas Trust's 2,602 Partnership Units, and The Nina Trust's 2,602 Partnership Units with an aggregate of 361,832 Class A Shares. The redemption of Partnership Units by the Issuer with Class A Shares, and the receipt of such Class A Shares by each of Mr. Lampert, The Nicholas Trust, and The Nina Trust, is exempt from Section 16 of the Exchange Act pursuant to Rule 16b-6(b) thereunder. ( 12 )Includes 121,891 Class A Shares received by Mr. Lampert from Partners, 890 Class A Shares received by The Nicholas Trust from Partners, and 890 Class A Shares received by The Nina Trust from Partners, which were all received as a result of the Partners Share Distribution, as well as 187,905 Class A Shares received by Mr. Lampert from RBS as a result of the RBS Share Distribution. T he acquisition of Class A Shares in either the Partners Share Distribution or the RBS Share Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Class A Shares in either the Partners Share Distribution or the RBS Share Distribution from Section 16 of the Exchange Act. ( 13 )Represents Partnership Units that were distributed by Partners on a pro rata basis to its partners (the "Partners Unit Distribution"). ( 14 )The Partnership Units do not expire. ( 15 )Represents Partnership Units directly beneficially owned by Partners. ( 16 )Represents Partnership Units received by RBS from Partners as a result of the Partners Unit Distribution. The acquisition of Partnership Units by RBS in the Partners Unit Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Partnership Units by RBS in the Partners Unit Distribution from Section 16 of the Exchange Act. ( 17 )Represents Partnership Units that were distributed by RBS on a pro rata basis its limited partners, including Mr. Lampert (the "RBS Unit Distribution"). ( 18 )Includes 549,761 Partnership Units received by Mr. Lampert from RBS as a result of the RBS Unit Distribution. The acquisition of Partnership Units in either the Partners Unit Distribution or the RBS Unit Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Partnership Units in either the Partners Unit Distribution or the RBS Unit Distribution from Section 16 of the Exchange Act.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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