Edward S. Lampert - Jul 1, 2021 Form 4 Insider Report for Seritage Growth Properties (SRG)

Role: Trustee
Signature: /s/ Edward S. Lampert
Stock symbol: SRG
Transactions as of: Jul 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/6/2021, 08:46 AM
Previous filing: May 19, 2021
Next filing: Sep 20, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SRG	Class A Common Shares	Other	$0	-474K	-100%	$0.00^*	0	Jul 1, 2021	See Footnotes	F1, F2, F3, F4, F5
transaction	SRG	Class A Common Shares	Other	$0	-192K	-100%	$0.00^*	0	Jul 1, 2021	See Footnotes	F2, F3, F4, F7
transaction	SRG	Class A Common Shares	Conversion of derivative security		+362K	+9.75%		4.07M	Jul 1, 2021	Direct	F2, F3, F8, F9, F10, F11, F12
holding	SRG	Class A Common Shares						192K	Jul 1, 2021	See Footnotes	F2, F3, F4, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SRG	Partnership Units	Other	$0	-1.39M	-100%	$0.00^*	0	Jul 1, 2021	Class A Common Shares	0		See Footnotes	F2, F3, F4, F10, F13, F14, F15
transaction	SRG	Partnership Units	Other	$0	-563K	-100%	$0.00^*	0	Jul 1, 2021	Class A Common Shares	0		See Footnotes	F2, F3, F4, F10, F14, F17
transaction	SRG	Partnership Units	Conversion of derivative security		-362K	-2.85%		12.4M	Jul 1, 2021	Class A Common Shares	362K		Direct	F2, F3, F8, F9, F10, F11, F14, F18
holding	SRG	Partnership Units						563K	Jul 1, 2021	Class A Common Shares	563K		See Footnotes	F2, F3, F4, F10, F14, F16

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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").
F2	This statement is filed by and on behalf of Edward S. Lampert.
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.
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.
F5	Represents Class A Shares directly beneficially owned by Partners.
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.
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").
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.
F9	Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts.
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.
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.
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.
F13	Represents Partnership Units that were distributed by Partners on a pro rata basis to its partners (the "Partners Unit Distribution").
F14	The Partnership Units do not expire.
F15	Represents Partnership Units directly beneficially owned by Partners.
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.
F17	Represents Partnership Units that were distributed by RBS on a pro rata basis its limited partners, including Mr. Lampert (the "RBS Unit Distribution").
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.