1. Name and Address of Reporting Person * |
Â
BERKOWITZ BRUCE R |
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2. Date of Event Requiring Statement (Month/Day/Year) 07/06/2015 |
3. Issuer Name and Ticker or Trading Symbol Seritage Growth Properties [SRG]
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C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C., 4400 BISCAYNE BOULEVARD, 9TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director |
__X__ 10% Owner |
_____ Officer (give title below) |
_____ Other (specify below) |
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5. If Amendment, Date Original Filed(Month/Day/Year)
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MIAMI, FL 33137 |
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned |
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1.Title of Security (Instr. 4) |
2. Amount of Securities Beneficially Owned (Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) |
4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Shares, $0.01 par value
(2)
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3,252,750
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I
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Footnote
(1)
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Class C Non-Voting Common Shares, $0.01 par value
(3)
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6,754,785
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I
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Footnote
(1)
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Class C Non-Voting Common Shares, $0.01 par value
(3)
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35,850
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D
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Â
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* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz (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 a registered investment company and certain private funds and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 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. |
(2) |
The Class A common shares of Seritage Growth Properties (the "Issuer"), par value $0.01 per share (each, a "Class A Share"), were acquired through the exercise of subscription rights (each, a "Class A Right"). Each Class A Right entitled its holder to purchase from the Issuer one half of one Class A Share at a price of $29.58 per whole Class A Share. The Class A Rights were exercised on July 2, 2015. |
(3) |
The Class C non-voting common shares of the Issuer, par value $0.01 per share (each, a "Class C Share"), were acquired through the exercise of subscription rights (each, a "Class C Right"). Each Class C Right entitled its holder to purchase from the Issuer one half of one Class C Share at a price of $29.58 per whole Class C Share. The Class C Rights were exercised on July 2, 2015. |