Fernand Matthew E Form 4 Seritage Growth Properties / Matthew E Fernand 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^*

Fernand Matthew E

(Last) (First) (Middle)

500 FIFTH AVENUE, SUITE 1530

(Street)

NEW YORK NY 10110

(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	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel and EVP

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2020

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	03/02/2020		A		4,563(1)	A	$0	26,791	D
Class A Common Shares	03/02/2020		A		2,618(2)	A	$0	29,409(3)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Restricted Share Units awarded under the terms of a performance award previously granted to the reporting person under the Seritage Growth Properties 2015 Share Plan on February 27, 2017 based on a per share grant date value of $47.31 and covering the performance period January 1, 2017 to December 31, 2019. Such number of Restricted Share Units is based on the determination by the compensation committee of the board of directors of the issuer of the applicable level of performance achievement. Half of the reported number of Restricted Share Units vested on March 2, 2020, when the performance determination was approved, and were settled in Class A common shares of the issuer on March 25, 2020 and the remaining half will vest on January 1, 2021, subject to the reporting person's continued employment with the issuer, and will be settled within 30 days thereafter.

2. Represents a grant of Restricted Share Units awarded under the Seritage Growth Properties 2015 Share Plan on March 2, 2020 based on a per share grant date value of $33.44. This award will vest in substantially equal installments on the anniversaries of the date of grant in 2021, 2022 and 2023.

3. Includes 10,021 unvested Restricted Share Units, as of the date of this filing, after taking into account the transactions reported herein.

	/s/ Matthew E. Fernand	03/27/2020
	** 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).
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