Edward S. Lampert - 01 Jul 2021 Form 4 Insider Report for Seritage Growth Properties (SRG)

Footnote F1

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").

Footnote F2

This statement is filed by and on behalf of Edward S. Lampert.

Footnote F3

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.

Footnote F4

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.

Footnote F5

Represents Class A Shares directly beneficially owned by Partners.

Footnote F6

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.

Footnote F7

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").

Footnote F8

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.

Footnote F9

Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts.

Footnote F10

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.

Footnote F11

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.

Footnote F12

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. The 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.

Footnote F13

Represents Partnership Units that were distributed by Partners on a pro rata basis to its partners (the "Partners Unit Distribution").

Footnote F14

The Partnership Units do not expire.

Footnote F15

Represents Partnership Units directly beneficially owned by Partners.

Footnote F16

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.

Footnote F17

Represents Partnership Units that were distributed by RBS on a pro rata basis its limited partners, including Mr. Lampert (the "RBS Unit Distribution").

Footnote F18

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.