8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

SERITAGE GROWTH PROPERTIES

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   38-3976287
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

489 Fifth Avenue, 18th Floor

New York, New York

   10017
(Address of principal executive offices)   (Zip Code)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

7.00% Series A Cumulative Redeemable Preferred

Shares of Beneficial Interest, par value $0.01 per share

   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-221934

Securities to be registered pursuant to Section 12(g) of the Act:

None.

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

A description of the 7.00% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, of Seritage Growth Properties (the “Registrant”) to be registered hereunder is contained in the section entitled “Description of Series A Preferred Shares” in the Registrant’s prospectus supplement, dated December 7, 2017, as filed with the U.S. Securities and Exchange Commission on December 8, 2017 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, and in the section entitled “Description of Shares of Beneficial Interest” in the accompanying prospectus, which descriptions are incorporated herein by reference.

Item 2. Exhibits.

 

Exhibit
No.

   

Description

3.1    Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 10, 2015).
3.2    Articles Supplementary Establishing and Fixing the Rights and Preferences of 7.00% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share.
3.3    Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on July 10, 2015).
4.1    Form of specimen certificate evidencing the 7.00% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: December 14, 2017     SERITAGE GROWTH PROPERTIES
    By:   /s/ Benjamin Schall
    Name:   Benjamin Schall
    Title:   President and Chief Executive Officer