This Amendment No. 15 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 Edward S. Lampert, a United States citizen (the Reporting Person), 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.
Item 2.
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Identity and Background.
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Item 2 is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is being filed by Edward S. Lampert, a United States citizen, by furnishing the information set forth below.
Mr. Lampert may be referred to herein as the Reporting Person.
(b) The principal place of business of the Reporting
Person is 1170 Kane Concourse, Suite 200, Bay Harbor Islands, Florida 33154.
(c) The principal business of the Reporting Person is
purchasing, holding and selling securities for investment purposes. The Reporting Person is a Trustee of the Issuer. The Reporting Person may also serve as general partner or managing member of certain other entities engaged in the purchasing,
holding and selling of securities for investment purposes.
(d)-(e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or 2(e) of Schedule 13D.
(f) The Reporting Person is a United States citizen.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and supplemented as follows:
On November 30, 2021, further to a request by Mr. Lampert, The Nicholas Trust and The Nina Trust under the terms of the
Registration Rights Agreement, the Issuer filed a Registration Statement on Form S-3 (the Registration Statement) that, upon effectiveness, will register the offering and resale of
(i) Class A Shares held by Mr. Lampert, The Nicholas Trust and The Nina Trust and (ii) Class A Shares that may be issued to them upon redemption of their respective OP Units. Mr. Lampert currently believes that,
based on current trading prices, the Class A Shares are undervalued. None of Mr. Lampert, The Nicholas Trust or The Nina Trust currently intend to sell Class A Shares through an underwritten offering; however, Mr. Lampert,
The Nicholas Trust and The Nina Trust expect to sell Class A Shares registered pursuant to the Registration Statement from time to time in privately negotiated transactions, directly to purchasers or through brokerage transactions, depending
upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability,
form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an
admission that the Reporting 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.