Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
|
Seritage Growth Properties
|
|
(Name of Issuer)
|
|
Class A Common Shares
|
|
(Title of Class of Securities)
|
|
81752R100
|
|
(CUSIP Number)
|
|
March 17, 2021
|
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
|
| ☒ |
Rule 13d-1(c)
|
| ☐ |
Rule 13d-1(d)
|
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 81752R100
|
13G
|
Page 2 of 5 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Thomas J. Tisch
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,899,155
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
858,479
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,899,155
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
858,479
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,757,634
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
6.8%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
CUSIP No. 81752R100
|
13G
|
Page 3 of 5 Pages
|
| Item 1. |
|
(a)
|
Name of Issuer: |
|
|
|
|
Seritage Growth Properties |
|
|
|
|
|
|
|
|
(b) | Address of Issuer’s Principal Exec utive Offices: |
|
|
|
|
500 Fifth Avenue, Suite 1530, New York, New York 10110 |
|
|
|
|
|
| Item 2. |
|
(a) | Name of Person Filing: |
|
|
|
|
Thomas J. Tisch |
|
|
|
|
|
|
|
|
(b) | Address of the Principal Office or, If None, Residence: |
|
|
|
|
655 Madison Avenue, New York, New York 10065 |
|
|
|
|
|
|
|
|
(c) | Citizenship: |
|
|
|
|
United States |
|
|
|
|
|
|
|
|
(d) | Title of Class of Securities: |
|
|
|
|
Class A Common Shares |
|
|
|
|
|
|
|
|
(e) | CUSIP Number: |
|
|
|
|
81752R100 |
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
(e)
|
☐
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
☐
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
☐
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
(j)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
CUSIP No. 81752R100
|
13G
|
Page 4 of 5 Pages
|
| Item 4. |
Ownership.
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
|
2,757,634
|
|
|
(b)
|
Percent of class:
|
6.8%
|
|
|
(c)
|
Number of shares as to which the person has:
|
||
|
(i)
|
Sole power to vote or to direct the vote:
|
1,899,155
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
858,479
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
1,899,155
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
858,479
|
|
Shares over which Mr. Tisch had sole voting and dispositive power include shares held by him or by trusts of which he is trustee. Shares over which Mr. Tisch may be deemed to
have shared voting and dispositive power include shares held by his wife, by trusts of which his wife is trustee, or by a charitable foundation of which his wife and he are directors. The number reported for “Percent of class” is based on
38,896,428 Class A common shares of beneficial interest outstanding as of December 31, 2020, as reported in the issuer’s Current Report on Form 8-K dated March 10, 2021, plus 1,658,855 Class A common shares of beneficial interest beneficially owned
by Mr. Tisch or his immediate family following their issuance on March 17, 2021 in exchange for an equivalent number of limited partnership interest units of Seritage Growth Properties, L.P.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
|
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
| Item 8. |
Identification and Classification of Members of the Group.
|
| Item 9. |
Notice of Dissolution of Group.
|
|
CUSIP No. 81752R100
|
13G
|
Page 5 of 5 Pages
|
| Item 10. |
Certification.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under
§ 240.14a-11.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Date:
|
March 18, 2021
|
||
|
Signature:
|
/s/ Thomas J. Tisch
|
||
|
Name:
|
Thomas J. Tisch
|
||