Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Schall Benjamin
  2. Issuer Name and Ticker or Trading Symbol
Seritage Growth Properties [SRG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, President
(Last)
(First)
(Middle)
54 WEST 40TH STREET, 10TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2015
(Street)

NEW YORK, NY 10018
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Class A common shares of beneficial interest 07/07/2015   A   16,903.3125 (1) A $ 0 17,003.3125 D  
Restricted Shares (time-vesting) 07/07/2015   A   50,709.9375 (1) A $ 0 67,713.25 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units (time-vesting) $ 0 07/07/2015   A   21,551.72     (2)   (2) Class A common shares 21,551.72 $ 0 21,551.72 D  
Restricted Shares (performance-vesting) $ 0 07/07/2015   A   101,419.87     (3)   (3) Class A common shares 101,419.87 $ 0 101,419.87 D  
Restricted Shares (performance-vesting) $ 0 07/07/2015   A   21,551.72     (4)   (4) Class A common shares 21,551.72 $ 0 21,551.72 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Schall Benjamin
54 WEST 40TH STREET, 10TH FLOOR
NEW YORK, NY 10018
  X     CEO, President  

Signatures

 /s/ Benjamin Schall   07/09/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Mr. Schall received an award of 67,613.25 shares on July 7, 2015. 25% of this award (16,903.3125 shares) of restricted shares is vested as of July 7, 2015, and the unvested portion will vest in three equal annual installments beginning July 7, 2016.
(2) This award vests in three equal annual installments beginning on July 7, 2016.
(3) This award will vest based on the achievement of applicable performance goals. The reported number of performance-vesting restricted shares represents the number of shares earned based on the achievement of target performance. The number of shares that may be earned based on maximum performance is 150% of the target number of performance-vesting restricted shares.
(4) This award will vest based on the achievement of applicable performance goals. The reported number of performance-vesting restricted shares represents the number of shares earned based on the achievement of target performance. The number of shares that may be earned based on maximum performance is 265% of the target number of performance-vesting restricted shares.

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