This Amendment No. 8 to Schedule 13D (this
Amendment
) relates to
Class A common shares of beneficial interest, par value $0.01 per share (
Class
A Shares
), of Seritage Growth Properties, a Maryland real estate investment trust (the
Issuer
). This
Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (the
SEC
) by ESL Partners, L.P., a Delaware limited partnership (
Partners
), RBS Partners, L.P., a
Delaware limited partnership (
RBS
), ESL Investments, Inc., a Delaware corporation (
ESL
), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise
specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meaning given to them in the Schedule 13D, as previously amended, filed with the SEC.
The Reporting Persons are filing this Amendment to report (i) a distribution by Partners of Class A Shares on a
pro rata
basis to certain limited partners that elected in 2018 to redeem all or a portion of their interest in Partners, (ii) a distribution by Partners of OP Units on a
pro rata
basis to certain limited partners that elected in 2018 to redeem
all or a portion of their interest in Partners, and (iii) the surrender by Partners of Class B Shares to the Issuer pursuant to the terms of the Exchange Agreement.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an
admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
As of May 14, 2019, the Reporting Persons may be deemed to beneficially own the Common Shares of the Issuer set forth in the table below.
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REPORTING
PERSON
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
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PERCENTAGE
OF
OUTSTANDING
SHARES
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SOLE
VOTING
POWER
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SHARED
VOTING
POWER
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SOLE
DISPOSITIVE
POWER
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SHARED
DISPOSITIVE
POWER
|
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ESL Partners, L.P.
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2,131,594
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(1)(2)
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5.8
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%(3)
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597,195
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(1)
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0
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597,195
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(1)
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1,534,399
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(2)
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RBS Partners, L.P.
|
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2,131,594
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(1)(2)
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5.8
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%(3)
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597,195
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(1)
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0
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597,195
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(1)
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1,534,399
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(2)
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ESL Investments, Inc.
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2,131,594
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(1)(2)
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5.8
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%(3)
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597,195
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(1)
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0
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597,195
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(1)
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1,534,399
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(2)
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Edward S. Lampert
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2,131,594
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(1)(2)
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5.8
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%(3)
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2,131,594
|
(1)(2)
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0
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597,195
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(1)
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1,534,399
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(2)
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(1)
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This number includes 276,281 Class A Shares and 320,914 Class B common shares of beneficial interest
of the Issuer, par value $0.01 per share (
Class
B Shares
), held by Partners, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP
Units of the Operating Partnership. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one
Class A Share for each OP Unit redeemed. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, Partners. ESL is the general partner of, and may be deemed to indirectly beneficially own
securities beneficially owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL.
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