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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schall Benjamin 500 FIFTH AVENUE, SUITE 1530 NEW YORK, NY 10110 |
X | CEO, President |
/s/ Matthew E. Fernand, as attorney-in-fact | 03/12/2019 | |
**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 additional Restricted Shares granted under the Seritage Growth Properties 2015 Share Plan to reflect the final level of performance achievement under the terms of a performance award, consisting of restricted stock, granted on July 7, 2015, and previously included in Form 4 filings, in which 21,551 Restricted Shares (the initial number of Restricted Shares granted) were reported. The total number of shares subject to this performance award, including the additional shares reported herein, is 46,660, all of which vested on March 8, 2019 when the performance determination was approved by the compensation committee of the board of directors of the issuer. |
(2) | Represents a grant of Restricted Share Units under the Seritage Growth Properties 2015 Share Plan. This award will vest in substantially equal installments on each of March 8, 2020, March 8, 2021 and March 8, 2022. |
(3) | Represents shares withheld by the issuer to cover tax obligations of the reporting person in connection with the settlement of performance-based restricted stock awards. |
(4) | Includes 136,655 unvested or vested but unsettled Restricted Share Units and Restricted Shares as of the date of this filing, after taking into account the transactions reported herein. |