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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Seritage Growth Properties (Name of Issuer) |
Class A common shares of beneficial interest, par value $0.01 per share (Title of Class of Securities) |
81752R100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 81752R100 |
| 1 | Names of Reporting Persons
Par Sanda | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,575,271.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.58 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Amounts beneficially owned as of December 31, 2024, are based on the total number of Class A common shares of beneficial interest ("Class A Shares") of Seritage Growth Properties (the "Issuer") outstanding, as reported in the Issuer's Form 10-Q filed on November 12, 2024. This amount reflects the shares held by Sand Capital Associates, LLC. As the Managing Member of Sand Capital Associates, LLC ("Sand Capital"), Par Sanda may be deemed to beneficially own all of the Class A Shares beneficially owned by Sand Capital. As of the date hereof, Par Sanda has ceased to be the beneficial owner of more than five percent of the class of securities.
SCHEDULE 13G
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| CUSIP No. | 81752R100 |
| 1 | Names of Reporting Persons
Sand Capital Associates, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,322,202.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.13 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Amounts beneficially owned as of December 31, 2024, are based on the total number of Class A common shares of beneficial interest ("Class A Shares") of Seritage Growth Properties (the "Issuer") outstanding, as reported in the Issuer's Form 10-Q filed on November 12, 2024. As the Managing Member of Sand Capital Associates, LLC ("Sand Capital"), Par Sanda may be deemed to beneficially own all of the Class A Shares beneficially owned by Sand Capital. As of the date hereof, Sand Capital Associates, LLC has ceased to be the beneficial owner of more than five percent of the class of securities.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Seritage Growth Properties | |
| (b) | Address of issuer's principal executive offices:
500 Fifth Avenue, Suite 1530, New York, New York 10110 | |
| Item 2. | ||
| (a) | Name of person filing:
Par Sanda, Sand Capital Associates, LLC ("Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
501 N. Birch Road, Unit 3, Fort Lauderdale, Florida 33304 | |
| (c) | Citizenship:
Par Sanda, United States of America; Sand Capital Associates, LLC, State of Florida | |
| (d) | Title of class of securities:
Class A common shares of beneficial interest, par value $0.01 per share | |
| (e) | CUSIP No.:
81752R100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
2,575,271 | |
| (b) | Percent of class:
4.58% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
2,575,271 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
2,575,271 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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