Exhibit 99.5
FORM OF NOMINEE HOLDER CERTIFICATION
The undersigned, a bank, broker, trustee, depositary or other nominee of transferable subscription rights (the “Rights”) to purchase common shares of beneficial interest, par value $0.01 per share (the “Common Shares”) of Seritage Growth Properties (“Seritage Growth” or the “Company”) pursuant to the rights offering described and provided for in the Company’s Prospectus dated , 2015 (the “Prospectus”), hereby certifies to the Company, Sears Holdings Corporation and to Computershare Inc., as Subscription Agent for such rights offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the Basic Subscription Right (as described in the Prospectus) and, on behalf of beneficial owners of Rights who have subscribed for the purchase of additional Seritage Growth Common Shares pursuant to the Over-Subscription Privilege (as described in the Prospectus), the number of shares specified below pursuant to the Over-Subscription Privilege, listing separately below each such exercised Basic Subscription Right and the corresponding Over-Subscription Privilege (without identifying any such beneficial owner), and (2) to the extent a beneficial owner has elected to subscribe for shares pursuant to the Over-Subscription Privilege, each such beneficial owner’s Basic Subscription Right has been exercised in full:
Number of Rights Held | Number of Shares Subscribed for Pursuant to Basic Subscription Right | Number of Shares Subscribed for Pursuant to Over-Subscription Privilege | ||||
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Provide the following information if applicable:
Depository Trust Company (“DTC”) Participant Number:
Participant Name:
By: |
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Name: | ||
Title: |
DTC Basic Subscription Confirmation Number(s):