Bruce R Berkowitz Form 4 Seritage Growth Properties / BRUCE R BERKOWITZ ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BERKOWITZ BRUCE R

(Last)

(First)

(Middle)

C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C

4400 BISCAYNE BOULEVARD, 9TH FLOOR

(Street)

MIAMI

33137

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Seritage Growth Properties [ SRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Non-Voting Common Shares, $0.01 par value	12/04/2017		J⁽¹⁾⁽³⁾		62,900	D	$40.05	3,290,781	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/04/2017		J⁽¹⁾⁽³⁾		62,900	A	$40.05	3,618,650	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/04/2017		J⁽¹⁾⁽³⁾		62,900	D	$40.05	3,618,650	I	See Footnote⁽²⁾
Class C Non-Voting Common Shares, $0.01 par value	12/04/2017		J⁽³⁾		14,900	D	$40.05	568,598	D
Class A Common Shares, $0.01 par value	12/04/2017		J⁽³⁾		14,900	A	$40.05	0	D
Class A Common Shares, $0.01 par value	12/04/2017		J⁽³⁾		14,900	D	$40.05	0	D
Class C Non-Voting Common Shares, $0.01 par value	12/04/2017		J⁽⁴⁾⁽³⁾		200	D	$40.05	3,290,581	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/04/2017		J⁽⁴⁾⁽³⁾		200	A	$40.05	3,618,650	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/04/2017		J⁽⁴⁾⁽³⁾		200	D	$40.05	3,618,650	I	See Footnote⁽²⁾
Class C Non-Voting Common Shares, $0.01 par value	12/05/2017		J⁽¹⁾⁽³⁾		5,500	D	$40.06	3,285,081	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/05/2017		J⁽¹⁾⁽³⁾		5,500	A	$40.06	3,618,650	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/05/2017		J⁽¹⁾⁽³⁾		5,500	D	$40.06	3,618,650	I	See Footnote⁽²⁾
Class C Non-Voting Common Shares, $0.01 par value	12/05/2017		J⁽¹⁾⁽³⁾		40,800	D	$40.02	3,244,281	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/05/2017		J⁽¹⁾⁽³⁾		40,800	A	$40.02	3,618,650	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/05/2017		J⁽¹⁾⁽³⁾		40,800	D	$40.02	3,618,650	I	See Footnote⁽²⁾
Class C Non-Voting Common Shares, $0.01 par value	12/05/2017		J⁽³⁾		10,900	D	$40.02	557,698	D
Class A Common Shares, $0.01 par value	12/05/2017		J⁽³⁾		10,900	A	$40.02	0	D
Class A Common Shares, $0.01 par value	12/05/2017		J⁽³⁾		10,900	D	$40.02	0	D
Class C Non-Voting Common Shares, $0.01 par value	12/05/2017		J⁽⁴⁾⁽³⁾		8,300	D	$40.02	3,235,981	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/05/2017		J⁽⁴⁾⁽³⁾		8,300	A	$40.02	3,618,650	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/05/2017		J⁽⁴⁾⁽³⁾		8,300	D	$40.02	3,618,650	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/06/2017		S⁽⁶⁾		18,600	D	$40.04	3,600,050	I	See Footnote⁽²⁾
Class A Common Shares, $0.01 par value	12/06/2017		J⁽⁵⁾		177,752	D	$0.00	3,422,298	I	See Footnote⁽²⁾
Class C Non-Voting Common Shares, $0.01 par value	12/06/2017		J⁽⁵⁾		177,752	A	$0.00	3,395,883⁽⁷⁾	I	See Footnote⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The securities were held in account(s) managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person does not have any direct or indirect pecuniary interest in the managed account(s) because the Reporting Person (i) does not receive any incentive compensation from the managed account(s) and (ii) does not have a direct or indirect interest in the managed account(s).

2. The securities may be deemed to be beneficially owned by the Reporting Person because he controls the sole member of a registered investment adviser, which may be deemed to have beneficial ownership of the securities because it serves as the investment manager to separate series of a registered investment company and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Due to a contractual restriction on the sale of the Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares"), the account(s) sold Class A Common Shares, $0.01 par value ("Class A Shares") in the market while effecting a conversion of its Class C Shares to Class A Shares (via a transfer agent).

4. The securities were held in account(s) managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the account(s) except to the extent of his pecuniary interest, if any therein.

5. The securities are held in account(s) managed indirectly by the Reporting Person and were converted to Class C Shares pursuant to the Exchange Agreement by and among Fairholme Capital Management, L.L.C and Seritage Growth Properties. The Reporting Person does not have any direct or indirect pecuniary interest in the managed account(s) because the Reporting Person (i) does not receive any incentive compensation from the managed account(s) and (ii) does not have a direct or indirect interest in the managed account(s).

6. The reported securities were directly owned by The Fairholme Allocation Fund, a series of Fairholme Funds, Inc. (the "Allocation Fund"), managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein.

7. The amount reported in Column 5 accounts for 17,850 shares now held in account(s) over which the Reporting Person no longer has beneficial ownership.

	Bruce Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact	12/06/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Bruce R Berkowitz Form 4Seritage Growth Properties / BRUCE R BERKOWITZ ownership change