Matthew Morris Partridge - Sep 12, 2024 Form 4 Insider Report for Seaport Entertainment Group Inc. (SEG)

Role: Chief Financial Officer
Signature: /s/ Lucy Fato, Attorney-in-Fact
Stock symbol: SEG
Transactions as of: Sep 12, 2024
Transactions value $: $0
Form type: 4
Date filed: 9/16/2024, 06:32 PM
Previous filing: Aug 9, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEG	Common Stock	Award	$0	+37.3K	+109.31%	$0.00	71.5K	Sep 12, 2024	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On July 31, 2024 (the "Distribution Date"), Howard Hughes Holdings Inc. ("HHH") completed a pro rata spin-off distribution (the "Distribution") of all of its shares of common stock of the Issuer to the holders of record of HHH common stock as of the close of business on July 29, 2024 (the "Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of July 31, 2024, by and between HHH and the Issuer (the "EMA"), all outstanding equity awards with respect to HHH common stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to the Issuer's common stock, with such equitable adjustments determined based on (i) the volume weighted average per-share price of HHH common stock for the three trading-day period ending on the Distribution Date and (ii) the volume weighted average per-share price of SEG common stock for the thirty trading-day period following the Distribution Date.
F2	Represents the grant of shares of restricted stock of SEG upon the conversion of restricted stock of HHH held by the Reporting Person as of July 31, 2024 in connection with the Distribution, in accordance with the terms of the EMA. The shares of SEG restricted stock were granted pursuant to the Seaport Entertainment Group Inc. 2024 Equity Incentive Plan in a manner intended to preserve the aggregate intrinsic value of the awards, on generally the same terms and conditions (including vesting schedules) as applicable to the corresponding shares of restricted stock of HHH. The shares of restricted stock of SEG vest annually in three substantially equal annual installments beginning on April 1, 2025, subject to the Reporting Person's continued service with the Issuer or its subsidiaries through such date.

Content

On July 31, 2024 (the "Distribution Date"), Howard Hughes Holdings Inc. ("HHH") completed a pro rata spin-off distribution (the "Distribution") of all of its shares of common stock of the Issuer to the holders of record of HHH common stock as of the close of business on July 29, 2024 (the "Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of July 31, 2024, by and between HHH and the Issuer (the "EMA"), all outstanding equity awards with respect to HHH common stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to the Issuer's common stock, with such equitable adjustments determined based on (i) the volume weighted average per-share price of HHH common stock for the three trading-day period ending on the Distribution Date and (ii) the volume weighted average per-share price of SEG common stock for the thirty trading-day period following the Distribution Date.

Represents the grant of shares of restricted stock of SEG upon the conversion of restricted stock of HHH held by the Reporting Person as of July 31, 2024 in connection with the Distribution, in accordance with the terms of the EMA. The shares of SEG restricted stock were granted pursuant to the Seaport Entertainment Group Inc. 2024 Equity Incentive Plan in a manner intended to preserve the aggregate intrinsic value of the awards, on generally the same terms and conditions (including vesting schedules) as applicable to the corresponding shares of restricted stock of HHH. The shares of restricted stock of SEG vest annually in three substantially equal annual installments beginning on April 1, 2025, subject to the Reporting Person's continued service with the Issuer or its subsidiaries through such date.