Edgar Filing: BERKOWITZ BRUCE R

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BERKOWITZ BRUCE R

2. Issuer Name and Ticker or Trading Symbol
Seritage Growth Properties [SRG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C., 4400 BISCAYNE BOULEVARD, 9TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2018

(Street)

MIAMI, FL 33137

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 C Non-Voting Common Shares, $0.01 par value	02/06/2018		J⁽³⁾		35,400	D	$ 40.04	282,698	D
Class A Common Shares, $0.01 par value	02/06/2018		J⁽³⁾		35,400	A	$ 40.04	0	D
Class A Common Shares, $0.01 par value	02/06/2018		J⁽³⁾		35,400	D	$ 40.04	0	D
Class C Non-Voting Common Shares, $0.01 par value	02/06/2018		J⁽³⁾⁽⁴⁾		54,000	D	$ 40.04	387,082 ⁽¹⁾	I	See Footnote ⁽²⁾
Class A Common Shares, $0.01 par value	02/06/2018		J⁽³⁾⁽⁴⁾		54,000	A	$ 40.04	0	I	See Footnote ⁽²⁾
Class A Common Shares, $0.01 par value	02/06/2018		J⁽³⁾⁽⁴⁾		54,000	D	$ 40.04	0	I	See Footnote ⁽²⁾
Class C Non-Voting Common Shares, $0.01 par value	02/07/2018		J⁽³⁾		44,500	D	$ 40.02	238,198	D
Class A Common Shares, $0.01 par value	02/07/2018		J⁽³⁾		44,500	A	$ 40.02	0	D
Class A Common Shares, $0.01 par value	02/07/2018		J⁽³⁾		44,500	D	$ 40.02	0	D
Class C Non-Voting Common Shares, $0.01 par value	02/07/2018		J⁽³⁾⁽⁴⁾		64,200	D	$ 40.02	322,882 ⁽¹⁾	I	See Footnote ⁽²⁾
Class A Common Shares, $0.01 par value	02/07/2018		J⁽³⁾⁽⁴⁾		64,200	A	$ 40.02	0	I	See Footnote ⁽²⁾
Class A Common Shares, $0.01 par value	02/07/2018		J⁽³⁾⁽⁴⁾		64,200	D	$ 40.02	0	I	See Footnote ⁽²⁾
Class C Non-Voting Common Shares, $0.01 par value	02/08/2018		J⁽³⁾		25,800	D	$ 39.56	212,398	D
Class A Common Shares, $0.01 par value	02/08/2018		J⁽³⁾		25,800	A	$ 39.56	0	D
Class A Common Shares, $0.01 par value	02/08/2018		J⁽³⁾		25,800	D	$ 39.56	0	D
Class C Non-Voting Common Shares, $0.01 par value	02/08/2018		J⁽⁴⁾⁽³⁾		33,400	D	$ 39.56	289,482 ⁽¹⁾	I	See Footnote ⁽²⁾
Class A Common Shares, $0.01 par value	02/08/2018		J⁽⁴⁾⁽³⁾		33,400	A	$ 39.56	0	I	See Footnote ⁽²⁾
Class A Common Shares, $0.01 par value	02/08/2018		J⁽⁴⁾⁽³⁾		33,400	D	$ 39.56	0	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BERKOWITZ BRUCE R C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR MIAMI, FL 33137		X

Signatures

Bruce Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact		02/08/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	In contrast to previously filed Form 4s, this number reflects only the securities in which Mr. Bruce R. Berkowitz (the "Reporting Person") may be deemed to have a pecuniary interest and not the amount of securities he may be deemed to beneficially own. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2)	The securities may be deemed to be beneficially owned by the Reporting Person because he controls the sole member of a registered investment adviser, which may be deemed to have beneficial ownership of the securities because it serves as the investment manager to separate series of a registered investment company and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3)	Due to a contractual restriction on the sale of the Class C Non-Voting Common Shares, $0.01 par value ("Class C Shares"), the account(s) sold Class A Common Shares, $0.01 par value ("Class A Shares") in the market while effecting a conversion of its Class C Shares to Class A Shares (via a transfer agent).
(4)	The securities were held in account(s) managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the account(s) except to the extent of his pecuniary interest, if any therein.

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