Sec Form 4 Filing - Dickman Brian Robert @ Seritage Growth Properties - 2019-03-08

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
Dickman Brian Robert
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
X __ Officer (give title below) _____ Other (specify below)
CFO and EVP
(Last) (First) (Middle)
500 FIFTH AVENUE, SUITE 1530
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2019
(Street)
NEW YORK, NY10110
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 03/08/2019 A 4,419 ( 1 ) A $ 0 27,093 D
Class A Common Shares 03/08/2019 A 3,179 ( 2 ) A $ 0 30,272 ( 3 ) D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dickman Brian Robert
500 FIFTH AVENUE, SUITE 1530
NEW YORK, NY10110
CFO and EVP
Signatures
/s/ Matthew E. Fernand, as attorney-in-fact 03/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Restricted Share Units awarded under the terms of a performance award previously granted to the reporting person under the Seritage Growth Properties 2015 Share Plan covering the performance period Jan. 1, 2016 - Dec. 31, 2018. Such number of Restricted Share Units is based on the determination by the compensation committee of the board of directors of the issuer of the applicable level of performance achievement. Half of the reported number of Restricted Share Units vested on March 8, 2019, when the performance determination was approved, and will be settled in Class A common shares of the issuer within 30 days of such date and the remaining half will vest on Jan. 1, 2020, subject to the reporting person's continued employment with the issuer, and will be settled within 30 days thereafter.
( 2 )Represents a grant of Restricted Share Units under the Seritage Growth Properties 2015 Share Plan. This award will vest in substantially equal installments on each of March 8, 2020, March 8, 2021 and March 8, 2022.
( 3 )Includes 22,558 unvested or vested but unsettled Restricted Share Units and Restricted Shares, as of the date of this filing, after taking into account both transactions reported herein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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