Sec Form 13D Filing - LAMPERT EDWARD S filing for Seritage Growth Properties (SRG) - 2022-03-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

Seritage Growth Properties

(Name of Issuer)

Class A common shares of beneficial interest, par value $0.01 per share

(Title of Class of Securities)

81752R100

(CUSIP Number)

Bruce Newsome, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5119

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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, as amended (the “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

This Amendment No. 16 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. Identity and Background.

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 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. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“On March 1, 2022, the Issuer announced that its Board of Trustees has commenced a process to review a broad range of strategic alternatives to enhance shareholder value. The Reporting Person encourages and supports the Board’s efforts to explore and pursue such strategic alternatives. The Issuer also provided an update with respect to its Board of Trustees, including that Mr. Lampert was retiring from the Board effective immediately. The Reporting Person expects to explore alternatives for his investment in Seritage, which could include one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D, including without limitation, participating with third-parties that may be interested in acquiring some or all of the Issuer’s assets and buying or selling shares of the Issuer in open market transactions. The foregoing is subject to change at any time, and there can be no assurance that the Issuer or the Reporting Person will take any of the actions set forth above.”

Item 5. Interest in Securities of the Issuer.

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.

As of March 1, 2022, the Reporting Person may be deemed to beneficially own the common shares of beneficial interest of the Issuer set forth in the table below.

(1) This number includes 4,066,202 Class A Shares held by Mr. Lampert as well as 3,492 Class A Shares held by The Nicholas Trust and 3,492 Class A Shares held by The Nina Trust, but does not include the number of Class A Shares that may be issued to Mr. Lampert upon any redemption of OP Units. 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.

(2) Based upon 43,631,345 Class A Shares outstanding as of October 29, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 4, 2021.

(c) There have been no transactions in the class of securities reported on that were effected by the Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”

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.