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 *
STEINBERG THOMAS M
   2. Issuer Name and Ticker or Trading Symbol
Seritage Growth Properties [NYSE: SRG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
489 FIFTH AVENUE, 18TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2016
(Street)

NEW YORK, NY 10017		 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)
Code V Amount (A) or (D) Price
Class A common shares of beneficial interest 12/31/2016   J(1)   7,467 A (1) 15,078 I See footnote (2) (3)

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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
Partnership Units (4) 12/31/2016   J   7,467 (5)   12/31/2016   (7) Class A common shares of beneficial interest 7,467 (5) 7,467 I See footnote (2)
Partnership Units (4) 12/31/2016   J     7,467 (6) 12/31/2016   (7) Class A common shares of beneficial interest 7,467 (5) 0 I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEINBERG THOMAS M
489 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY 10017		   X      

Signatures

 /s/ Matthew E. Fernand, as attorney-in-fact   01/04/2017
**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) Represents Class A common shares of beneficial interest of Seritage Growth Properties, par value $0.01 per share ("Class A Shares"), that were converted from operating partnership units of Seritage Growth Properties, L.P. (the "Operating Partnership"), which were distributed by ESL Partners, L.P. ("Partners") on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their interest in Partners.
(2) The securities are held in the account of RSR Investments LLC, and may be deemed to be beneficially owned by Mr. Steinberg because he serves as the managing member of RSR Investments LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(3) The securities are held in the account of RSR, LLC, and may be deemed to be beneficially owned by Mr. Steinberg because he serves as the managing member of RSR, LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(4) Pursuant to the agreement of limited partnership of the Operating Partnership, the limited partnership interests (the "Partnership Units") of the Operating Partnership may be redeemed, at the request of the holder of such Partnership Units, for a determinable amount in cash, or at the option of Seritage Growth Properties, Class A Shares at the rate of one Class A Share for each Partnership Unit redeemed.
(5) Represents Partnership Units with a value of $42.71 per unit that were distributed by Partners on a pro rata basis to certain partners that elected in 2016 to redeem all or a portion of their interest in Partners.
(6) Represents the redemption of Partnership Units pursuant to the agreement of limited partnership of the Operating Partnership.
(7) Partnership Units do not expire.

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