Statement of Changes in Beneficial Ownership (4)
March 27 2020 - 4:40PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Fernand Matthew E |
2. Issuer Name and Ticker or Trading Symbol
Seritage Growth Properties
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SRG
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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 |
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(Last)
(First)
(Middle)
500 FIFTH AVENUE, SUITE 1530 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2020 |
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(Street)
NEW YORK, NY 10110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Shares | 3/2/2020 | | A | | 4563 (1) | A | $0 | 26791 | D | |
| Class A Common Shares | 3/2/2020 | | A | | 2618 (2) | A | $0 | 29409 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Fernand Matthew E
500 FIFTH AVENUE, SUITE 1530
NEW YORK, NY 10110 |
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| General Counsel and EVP |
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Signatures
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| /s/ Matthew E. Fernand | | 3/27/2020 |
| **Signature of Reporting Person | Date |
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