SEC FORM 4

SEC FORM 4 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

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)
03/05/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	03/05/2021		A		4,106⁽¹⁾	A	$0	34,053⁽⁴⁾	D
Class A Common Shares	03/05/2021		A		11,020⁽²⁾	A	$0	45,073⁽⁴⁾	D
Class A Common Shares	03/05/2021		A		12,333⁽³⁾	A	$0	57,406⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents Restricted Share Units earned under the terms of an annual performance award previously granted to the reporting person under the Seritage Growth Properties 2015 Share Plan on March 2, 2018 covering the performance period January 1, 2018 to December 31, 2020. Such number of Restricted Share Units is based on the determination by the compensation committee of the board of trustees of the issuer of the applicable level of performance achievement. These Restricted Share Units vested on March 5, 2021, when the performance determination was approved, and will be settled within 30 days thereafter.

2. Represents Restricted Share Units earned under the terms of a retention performance award previously granted to the reporting person under the Seritage Growth Properties 2015 Share Plan on May 2, 2018 and covering the performance period January 1, 2018 to December 31, 2020. Such number of Restricted Share Units is based on the determination by the compensation committee of the board of trustees of the issuer of the applicable level of performance achievement. These Restricted Share Units vest on May 2, 2021 and will be settled within 30 days thereafter.

3. Represents grants of Restricted Share Units awarded under the Seritage Growth Properties 2015 Share Plan on March 5, 2021 based on a per share grant date value of $21.47. Each of these awards will vest in substantially equal installments on the anniversaries of the date of grant in 2022, 2023 and 2024.

4. Includes 27,378 unvested RSUs, as of the date of this filing, after taking into account the transaction reported herein.

	/s/ Matthew E. Fernand	03/09/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

SEC Form 4: E Matthew Fernand was granted 27,459 units of Class A Common Shares, increasing direct ownership by 92% to 57,406 units