Pershing Square Holdco GP Form 4 Seaport Entertainment / WILLIAM A ACKMAN 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^*

Pershing Square Capital Management, L.P.

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Seaport Entertainment Group Inc. [ SEG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2024

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

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

	Form filed by One Reporting Person
X	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
Common Stock, par value $0.01 per share	10/18/2024		J(5)		2,929,107	A	$25	5,023,780	I	See footnotes(1)(2)(3)(4)

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
Subscription Rights (right to buy)	$25	10/18/2024		J(5)			2,094,673	09/20/2024	(5)	Common Stock, par value $0.01 per share	(5)	$0	0	I	See footnotes(1)(2)(3)(4)

1. Name and Address of Reporting Person^*

Pershing Square Capital Management, L.P.

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PERSHING SQUARE HOLDCO, L.P.

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pershing Square Holdco GP, LLC

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PS Holdco GP Managing Member LLC

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ACKMAN WILLIAM A

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), PS Holdco GP Managing Member, LLC, a Delaware limited liability company ("ManagementCo"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities reported on this Form 4 (the "Subject Securities").

2. PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds").

3. (A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds, (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco and (D) ManagementCo, as the sole member of PS Holdco GP, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

4. Anthony F. Massaro, a member of the board of directors of the Issuer of the Subject Securities, was appointed to that board as a representative of PSCM, the other Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act.

5. On October 17, 2024, the Issuer announced the completion of its previously announced rights offering relating to its transferable subscription rights. Each subscription right included an over-subscription privilege entitling the holder to subscribe for additional shares in the event such holder exercised all of its subscription rights and any shares of Common Stock were not purchased by other holders of subscription rights. On October 18, 2024, the Issuer provided final share allocations to all shareholders, and, as a result of the rights offering, the Pershing Square Affiliated Funds received an aggregate of 2,929,107 shares of Common Stock on October 18, 2024.

	PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: /s/ William A. Ackman, Authorized Signatory	10/22/2024
	PERSHING SQUARE HOLDCO, L.P., By: Pershing Square Holdco GP, LLC, its General Partner, By: /s/ William A. Ackman, Authorized Signatory	10/22/2024
	PERSHING SQUARE HOLDCO GP, LLC, By: /s/ William A. Ackman, Authorized Signatory	10/22/2024
	PS HOLDCO GP MANAGING MEMBER, LLC, By: /s/ William A. Ackman, Authorized Signatory	10/22/2024
	/s/ William A. Ackman	10/22/2024
	** Signature of Reporting Person	Date
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