Toggle SGML Header (+)


Section 1: 4 (OWNERSHIP DOCUMENT)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
BERKOWITZ BRUCE R
  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)
(Last)
(First)
(Middle)
C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C., 4400 BISCAYNE BOULEVARD, 9TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/12/2017
(Street)

MIAMI, FL 33137
4. If Amendment, Date 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
(City)
(State)
(Zip)
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, $0.01 par value 10/12/2017   J(1)   438,931 D $ 0 3,766,650 I See Footnote(2)
Class C Non-Voting Common Shares, $0.01 par value 10/12/2017   J(3)   846,299 D $ 0 4,581,831 I See Footnote(2)
Class C Non-Voting Common Shares, $0.01 par value 10/12/2017   J(3)   846,299 A $ 0 5,428,130 I See Footnote(2)
Class C Non-Voting Common Shares, $0.01 par value 10/12/2017   J(4)   871,672 D $ 0 4,556,458 I See Footnote(2)
Class C Non-Voting Common Shares, $0.01 par value 10/12/2017   J(4)   871,672 A $ 0 5,428,130 I See Footnote(2)
Class C Non-Voting Common Shares, $0.01 par value 10/12/2017   J(5)   650,548 D $ 0 4,777,582 I See Footnote(2)
Class C Non-Voting Common Shares, $0.01 par value 10/12/2017   J(5)   650,548 A $ 0 686,398 D  
Class C Non-Voting Common Shares, $0.01 par value 10/12/2017   J(6)(7)   11,700 D $45.08 4,765,882 I See Footnote(2)
Class A Common Shares, $0.01 par value 10/12/2017   J(6)(7)   11,700 A $45.08 3,766,650 I See Footnote(2)
Class A Common Shares, $0.01 par value 10/12/2017   J(6)(7)   11,700 D $45.08 3,766,650 I See Footnote(2)
Class C Non-Voting Common Shares, $0.01 par value 10/12/2017   J(7)(8)   90,900 D $45.08 4,674,982 I See Footnote(2)
Class A Common Shares, $0.01 par value 10/12/2017   J(7)(8)   90,900 A $45.08 3,766,650 I See Footnote(2)
Class A Common Shares, $0.01 par value 10/12/2017   J(7)(8)   90,900 D $45.08 3,766,650 I See Footnote(2)
Class C Non-Voting Common Shares, $0.01 par value 10/13/2017   J(6)(7)   68,700 D $45.35 4,606,282 I See Footnote(2)
Class A Common Shares, $0.01 par value 10/13/2017   J(6)(7)   68,700 A $45.35 3,766,650 I See Footnote(2)
Class A Common Shares, $0.01 par value 10/13/2017   J(6)(7)   68,700 D $45.35 3,766,650 I See Footnote(2)
Class C Non-Voting Common Shares, $0.01 par value 10/13/2017   J(7)(8)   29,200 D $45.35 4,571,931(9) I See Footnote(2)
Class A Common Shares, $0.01 par value 10/13/2017   J(7)(8)   29,200 A $45.35 3,766,650 I See Footnote(2)
Class A Common Shares, $0.01 par value 10/13/2017   J(7)(8)   29,200 D $45.35 3,766,650 I See Footnote(2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BERKOWITZ BRUCE R
C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C.
4400 BISCAYNE BOULEVARD, 9TH FLOOR
MIAMI, FL 33137
    X    

Signatures

 Bruce R. Berkowitz, By: /s/ Paul Thomson (Attorney-in-fact)   10/16/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a pro-rata in-kind distribution of Class A Common Shares, $0.01 par value ("Class A Shares") by a private fund managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person") to its limited partners into accounts over which the Reporting Person no longer has beneficial ownership. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The private fund previously effected a conversion of its Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares") to Class A Shares (via a transfer agent) due to a contractual restriction on the transfer of the Class C Shares. The Reporting Person disclaims beneficial ownership in the private fund except to the extent of his pecuniary interest, if any, therein.
(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 a registered investment company and certain private funds 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) Represents a pro-rata in-kind distribution of Class C Shares by a private fund managed indirectly by the Reporting Person to its limited partners into accounts managed indirectly by the Reporting Person. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Person disclaim beneficial ownership in the private fund and in the accounts except to the extent of his pecuniary interest, if any, therein.
(4) Represents a pro-rata in-kind distribution of Class C Shares by a private fund managed indirectly by the Reporting Person to its limited partners into accounts managed indirectly by the Reporting Person. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Person does not have any direct or indirect pecuniary interest in the managed accounts because the Reporting Person (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts. The Reporting Person disclaims beneficial ownership in the private fund except to the extent of its pecuniary interest, if any, therein.
(5) Represents a pro-rata in-kind distribution of Class C Shares of the Issuer by a private fund managed indirectly by the Reporting Person to one of the Reporting Person's personal accounts. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Person disclaims beneficial ownership in the private fund except to the extent of his pecuniary interest, if any, therein.
(6) The securities were held in accounts managed indirectly by the Reporting Person. The Reporting Person does not have any direct or indirect pecuniary interest in the managed accounts because the Reporting Person (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts.
(7) Due to a contractual restriction on the sale of the Class C Shares, the account sold Class A Shares in the market while effecting a conversion of its Class C Shares to Class A Shares (via a transfer agent).
(8) The securities were held in an account managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the account except to the extent of his pecuniary interest, if any therein.
(9) The amount reported in Column 5 accounts for 5,151 shares now held in an account over which the Reporting Person no longer has beneficial ownership.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. (Back To Top)

Section 2: EX-99


      KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Paul R. Thomson, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him, for the sole purpose of
signing on his behalf any and all Regulatory Filings under the Securities Act of
1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940
and any amendments and supplements thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to accomplish the above, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, and may lawfully do or cause to be done by
virtue hereof. This Power of Attorney shall continue effective until revoked by
me at any time.

Dated this 3rd day of June, 2015.



/s/  Bruce R. Berkowitz
----------------------------
Bruce R. Berkowitz                               







(Back To Top)