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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1. Name and Address of Reporting Person * Citadel GP LLC   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) 131 S. DEARBORN ST., 32ND FLOOR,  3. Date of Earliest Transaction (Month/Day/Year) 07/08/2015 (Street) CHICAGO, IL 60603 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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) Code V Amount (A) or (D) Price Class A common shares 07/08/2015   P   1,450 A $ 37.01 3,792,147 I See Footnote (1) (2) (18) Class A common shares 07/09/2015   P   7,100 A $ 37.34 3,799,247 I See Footnote (1) (3) (18) Class A common shares 07/10/2015   P   4,100 A $ 37.5 3,803,347 I See Footnote (1) (4) (18) Class A common shares 07/13/2015   P   39,246 A $ 37.26 3,842,593 I See Footnote (1) (5) (18) Class A common shares 07/14/2015   P   1,398 A $ 37.43 3,843,991 I See Footnote (1) (6) (18) Class A common shares 07/15/2015   S   2,760 D $ 37.53 3,841,231 I See Footnote (1) (7) (18) Class A common shares 07/16/2015   S   2,665 D $ 37.95 3,838,566 I See Footnote (1) (8) (18) Class A common shares 07/21/2015   S   1,450,000 D $ 38.09 2,388,556 I See Footnote (1) (18) Class A common shares 07/10/2015   P   1,582 A $ 37.5 10,566 I See Footnote (9) (10) (18) Class A common shares 07/13/2015   P   4,500 A $ 37.4 6,501 I See Footnote (9) (11) (18) Class A common shares 07/14/2015   P   600 A $ 37.41 5,901 I See Footnote (9) (12) (18) Class A common shares 07/15/2015   P   5,066 A $ 37.54 835 I See Footnote (9) (13) (18) Class A common shares 07/16/2015   P   400 A $ 37.82 435 I See Footnote (9) (14) (18) Class A common shares 07/17/2015   P   6,336 A $ 39.23 5,901 I See Footnote (9) (15) (18) Class A common shares 07/17/2015   S   5,901 D $ 39.25 0 I See Footnote (9) (16) (18)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Total Return Swap	(17)	07/15/2015		J/K		900		(17)	(17)	Class A common shares	900	(17)	900	I	See Footnote (1) (18)
Total Return Swap	(19)	07/16/2015		J/K		1		(19)	(19)	Class A common shares	1	(19)	1	I	See Footnote (1) (18)
Total Return Swap	(20)	07/15/2015		J/K		5,066		(20)	(20)	Class A common shares	5,066	(20)	5,066	I	See Footnote (9) (18)
Total Return Swap	(20)	07/17/2015		J/K			5,066	(20)	(20)	Class A common shares	5,066	(20)	0	I	See Footnote (9) (18)
Total Return Swap	(21)	07/16/2015		J/K		400		(21)	(21)	Class A common shares	400	(21)	400	I	See Footnote (9) (18)
Total Return Swap	(21)	07/17/2015		J/K			400	(21)	(21)	Class A common shares	400	(21)	0	I	See Footnote (9) (18)
Total Return Swap	(22)	07/17/2015		J/K		435		(22)	(22)	Class A common shares	435	(22)	435	I	See Footnote (9) (18)
Total Return Swap	(22)	07/17/2015		J/K			435	(22)	(22)	Class A common shares	435	(22)	0	I	See Footnote (9) (18)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Citadel GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603		X
Surveyor Capital Ltd. C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603		X
CITADEL SECURITIES LLC C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603		X
CITADEL ADVISORS LLC C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603		X
Citadel Advisors Holdings III LP C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603		X
GRIFFIN KENNETH C C/O CITADEL GP LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603		X

Signatures

Citadel GP LLC, /s/ John C. Nagel, Authorized Signatory		07/22/2015
**Signature of Reporting Person		Date
Surveyor Capital Ltd., /s/ John C. Nagel, Authorized Signatory		07/22/2015
**Signature of Reporting Person		Date
Citadel Securities LLC, /s/ John C. Nagel, Authorized Signatory		07/22/2015
**Signature of Reporting Person		Date
Citadel Advisors LLC, /s/ John C. Nagel, Authorized Signatory		07/22/2015
**Signature of Reporting Person		Date
Citadel Advisors Holdings III LP, /s/ John C. Nagel, Authorized Signatory		07/22/2015
**Signature of Reporting Person		Date
Kenneth C. Griffin, /s/ John C. Nagel, attorney-in-fact		07/22/2015
**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)	This security is owned by Surveyor Capital Ltd. ("Surveyor").
(2)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $36.96 to $37.29. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(3)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.23 to $37.39. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.49 to $37.51. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(5)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.18 to $37.48. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(6)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.41 to $37.45. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(7)	This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.15 to $37.76. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(8)	This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.78 to $38.00. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(9)	This security is owned by Citadel Event Driven Master Fund Ltd. ("EDMF").
(10)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.48 to $37.51. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
(11)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.20 to $37.47. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
(12)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.35 to $37.44. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
(13)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.04 to $37.79. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
(14)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.80 to $37.84. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
(15)	This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $38.95 to $39.52. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The number reported in column 5 is a negative number.
(16)	This price represents the weighted average sale price. The sale prices for these transactions ranged from $38.99 to $39.50. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(17)	On July 15, 2015, Surveyor entered into a 3-year equity swap agreement with a dealer referencing 900 shares of Seritage Class A shares ("notional shares") at a price of $37.16 per share ("applicable base price"). From time to time over the life of the swap, (i) Surveyor will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to Surveyor any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, Surveyor will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to Surveyor the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement.
(18)	Citadel Advisors LLC ("Citadel Advisors"), a registered investment adviser, is the portfolio manager for Surveyor and EDMF. Citadel Advisors Holdings III LP ("CAH3") is the managing member of Citadel Advisors. CALC III LP ("CALC3") is the non-member manager of Citadel Securities LLC ("Citadel Securities"). Citadel GP LLC ("CGP") is the general partner of CALC3 and CAH3. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP.
(19)	On July 16, 2015, Surveyor entered into a 1-year equity swap agreement with a dealer referencing 1 notional share of Seritage at an applicable base price of $37.98 per share. From time to time over the life of the swap, (i) Surveyor will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to Surveyor any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, Surveyor will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to Surveyor the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement.
(20)	On July 15, 2015, EDMF entered into a 1-year equity swap agreement with a dealer referencing 5,066 notional shares of Seritage at an applicable base price of $37.54 per share. From time to time over the life of the swap, (i) EDMF will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to EDMF any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, EDMF will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to EDMF the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement. On July 17, 2015, EDMF unwound the swap agreement.
(21)	On July 16, 2015, EDMF entered into a 1-year equity swap agreement with a dealer referencing 400 notional shares of Seritage at an applicable base price of $37.82 per share. From time to time over the life of the swap, (i) EDMF will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to EDMF any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, EDMF will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to EDMF the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement. On July 17, 2015, EDMF unwound the swap agreement.
(22)	On July 17, 2015, EDMF entered into a 1-year equity swap agreement with a dealer referencing 435 notional shares of Seritage at an applicable base price of $38.98 per share. From time to time over the life of the swap, (i) EDMF will be obligated to pay to the dealer any decrease in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to EDMF any increase in the market price of Seritage shares relative to the applicable base price multiplied by the notional shares. In addition, EDMF will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to EDMF the equivalent of any dividends paid to the beneficial owners of Seritage Class A during the term of the swap agreement. On July 17, 2015, EDMF unwound the swap agreement.
Remarks: Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. This is part 1 of 2. The Reporting Persons notified the issuer that they intend to reimburse the issuer for the short swing profits (if any) with respect to the trades reported herein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.