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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units (time-based) | (1) | 07/07/2016 | M | 7,184 (1) | (1) | (1) | Class A Common Shares | 7,184 | $ 0 | 0 (2) (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schall Benjamin 489 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10017 |
X | CEO, President |
/s/ Benjamin Schall | 03/24/2017 | |
**Signature of Reporting Person | Date |
* | 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) | Represents vesting of 1/3 of a grant of 21,552 Restricted Share Units ("RSUs") under the Seritage Growth Properties 2015 Share Plan (the "Plan") granted on July 7, 2015 that vests in three equal installments beginning on July 7, 2016. When vested RSUs are converted into Class A Common Shares on a one-to-one basis. |
(2) | Includes 171,145 unvested RSU and Restricted Shares, including (a) 33,807 unvested Restricted Shares, which will vest in two remaining tranches on July 7, 2017 and 2018 and which were previously reported on Table I on July 9, 2015; (b) 101,419 unvested Restricted Shares representing the target number of shares that will vest upon the achievement of applicable performance goals, which were granted under the Plan and previously reported on Table II on July 9, 2015, (c) 21,551 unvested Restricted Shares representing the target number of shares that will vest upon the achievement of applicable performance goals, which were granted under the Plan and previously reported on Table II on July 9, 2015, and (d) 14,368 unvested RSUs representing the remainder of the RSU award granted on July 7, 2015 and previously reported in Table II on July 9, 2015. |
(3) | The Reporting Person has elected to report his ownership of these unvested RSUs and performance-based Restricted Shares in Table I of his Form 4 filings. |