X0306 4 2016-12-31 0 0001628063 Seritage Growth Properties NYSE: SRG 0001189702 STEINBERG THOMAS M 489 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10017 1 0 0 0 Class A common shares of beneficial interest 2016-12-31 4 J 0 7467 A 15078 I See footnote Partnership Units 2016-12-31 4 J 0 7467 A 2016-12-31 Class A common shares of beneficial interest 7467 7467 I See footnote Partnership Units 2016-12-31 4 J 0 7467 D 2016-12-31 Class A common shares of beneficial interest 7467 0 I See footnote 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. 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. 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. 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. 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. Represents the redemption of Partnership Units pursuant to the agreement of limited partnership of the Operating Partnership. Partnership Units do not expire. /s/ Matthew E. Fernand, as attorney-in-fact 2017-01-04