TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo December 2, 2021 Matthew E. Fernand Chief Legal Officer Seritage Growth Properties 500 Fifth Avenue, Suite 1530 New York, New York 10010 Re: Seritage Growth Properties Registration Statement on Form S-3 Filed November 30, 2021 File No. 333-261418 Dear Mr. Fernand: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Victor Rivera Melendez at 202-551-4182 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Joshua Wechsler