SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Citadel GP LLC

(Last)

(First)

(Middle)

131 S. DEARBORN STREET, 32ND FL

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2015

4. If Amendment, Date of 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

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 A common shares	07/08/2015		P		1,025	A	$37	74	I	See footnotes⁽¹⁾⁽²⁾⁽¹⁸⁾
Class A common shares	07/08/2015		S		1,495	D	$37	1,569	I	See footnotes⁽¹⁾⁽³⁾⁽¹⁸⁾
Class A common shares	07/09/2015		P		7,736	A	$37.35	6,167	I	See footnotes⁽¹⁾⁽⁴⁾⁽¹⁸⁾
Class A common shares	07/09/2015		S		9,723	D	$37.34	3,556	I	See footnotes⁽¹⁾⁽⁵⁾⁽¹⁸⁾
Class A common shares	07/10/2015		P		5,710	A	$37.5	2,154	I	See footnotes⁽¹⁾⁽⁶⁾⁽¹⁸⁾
Class A common shares	07/10/2015		S		4,811	D	$37.5	2,657	I	See footnotes⁽¹⁾⁽⁷⁾⁽¹⁸⁾
Class A common shares	07/13/2015		P		12,370	A	$37.43	9,713	I	See footnotes⁽¹⁾⁽⁸⁾⁽¹⁸⁾
Class A common shares	07/13/2015		S		12,379	D	$37.43	2,666	I	See footnotes⁽¹⁾⁽⁹⁾⁽¹⁸⁾
Class A common shares	07/14/2015		P		553	A	$37.39	2,113	I	See footnotes⁽¹⁾⁽¹⁰⁾⁽¹⁸⁾
Class A common shares	07/14/2015		S		230	D	$37.43	2,343	I	See footnotes⁽¹⁾⁽¹¹⁾⁽¹⁸⁾
Class A common shares	07/15/2015		P		7,626	A	$37.4	5,283	I	See footnotes⁽¹⁾⁽¹²⁾⁽¹⁸⁾
Class A common shares	07/15/2015		S		8,226	D	$37.42	2,943	I	See footnotes⁽¹⁾⁽¹³⁾⁽¹⁸⁾
Class A common shares	07/16/2015		P		7,715	A	$37.94	4,772	I	See footnotes⁽¹⁾⁽¹⁴⁾⁽¹⁸⁾
Class A common shares	07/16/2015		S		7,502	D	$37.92	2,730	I	See footnotes⁽¹⁾⁽¹⁵⁾⁽¹⁸⁾
Class A common shares	07/17/2015		P		4,597	A	$39.01	1,867	I	See footnotes⁽¹⁾⁽¹⁶⁾⁽¹⁸⁾
Class A common shares	07/17/2015		P		20	A	$38.49	1,887	I	See footnotes⁽¹⁾⁽¹⁸⁾
Class A common shares	07/17/2015		S		3,280	D	$39	1,393	I	See footnotes⁽¹⁾⁽¹⁷⁾⁽¹⁸⁾
Class A common shares	07/17/2015		S		607	D	$38.46	2,000	I	See footnotes⁽¹⁾⁽¹⁸⁾⁽¹⁹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Citadel GP LLC

(Last)

(First)

(Middle)

131 S. DEARBORN STREET, 32ND FL

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Surveyor Capital Ltd.

(Last)

(First)

(Middle)

C/O CITADEL GP LLC

131 S. DEARBORN STREET, 32ND FL

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CITADEL SECURITIES LLC

(Last)

(First)

(Middle)

C/O CITADEL GP LLC

131 S. DEARBORN STREET, 32ND FL

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CITADEL ADVISORS LLC

(Last)

(First)

(Middle)

C/O CITADEL GP LLC

131 S. DEARBORN STREET, 32ND FL

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Citadel Advisors Holdings III LP

(Last)

(First)

(Middle)

C/O CITADEL GP LLC

131 S. DEARBORN STREET, 32ND FL

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GRIFFIN KENNETH C

(Last)

(First)

(Middle)

C/O CITADEL GP LLC

131 S. DEARBORN STREET, 32ND FL

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This security is owned by Citadel Securities LLC ("Citadel Securities").

2. This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $36.99 to $37.01. 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.

3. This price represents the weighted average sale price. The sale prices for these transactions ranged from $36.99 to $37.01. 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. The number reported in column 5 is a negative number.

4. This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.23 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.

5. This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.20 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. The number reported in column 5 is a negative number.

6. This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.45 to $37.50. 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.

7. This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.49 to $37.50. 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. The number reported in column 5 is a negative number.

8. This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.16 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.

9. This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.25 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. The number reported in column 5 is a negative number.

10. This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $37.38 to $37.42. 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 sale price. The sale prices for these transactions ranged from $37.42 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. 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 $37.04 to $37.80. 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.

13. This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.09 to $37.78. 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 $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.

15. This price represents the weighted average sale price. The sale prices for these transactions ranged from $37.80 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. The number reported in column 5 is a negative number.

16. This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $38.78 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. This price represents the weighted average sale price. The sale prices for these transactions ranged from $38.60 to $39.54. 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.

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. This price represents the weighted average sale price. The sale prices for these transactions ranged from $38.39 to $38.50. The Reporting Person undertakes to provide upon the request for 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.

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 2 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.

	Citadel GP LLC, /s/ John C. Nagel, Authorized Signatory	07/22/2015
	Surveyor Capital Ltd., /s/ John C. Nagel, Authorized Signatory	07/22/2015
	Citadel Securities LLC, /s/ John C. Nagel, Authorized Signatory	07/22/2015
	Citadel Advisors LLC, /s/ John C. Nagel, Authorized Signatory	07/22/2015
	Citadel Advisors Holdings III LP, /s/ John C. Nagel, Authorized Signatory	07/22/2015
	Kenneth C. Griffin, /s/ John C. Nagel, attorney-in-fact	07/22/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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