New insider Sachs Rebecca E. claimed ownership of 17,213 shares (SEC Form 3)
$SEG
Services-Misc. Amusement & Recreation
Consumer Discretionary
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/07/2025 |
3. Issuer Name and Ticker or Trading Symbol
Seaport Entertainment Group Inc. [ SEG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 17,213(1)(2)(3)(4) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Includes 5,059 restricted stock units ("RSUs") granted to the Reporting Person on August 7, 2024 pursuant to the Issuer's 2024 Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. These 5,059 RSUs will vest in two substantially equal installments on August 1, 2026 and August 1, 2027, subject to the Reporting Person's continued service with the Issuer or its subsidiaries through the vesting dates. |
| 2. On July 31, 2024 (the "Distribution Date"), Howard Hughes Holdings Inc. ("HHH") completed a pro rata spin-off distribution (the "Distribution") of all of its shares of common stock of the Issuer to the holders of record of HHH common stock as of the close of business on July 29, 2024 (the "Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of July 31, 2024, by and between HHH and the Issuer (the "EMA"), all outstanding equity awards with respect to HHH common stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to the Issuer's common stock, with such equitable adjustments determined based on (i) the volume weighted average per-share price of HHH common stock for the three trading-day period ending on the Distribution Date and (ii) the volume weighted average per-share price of the Issuer's common stock for the thirty trading-day period following the Distribution Date. |
| 3. Includes 4,638 shares of restricted stock of the Issuer that were granted to the Reporting Person upon the conversion of restricted stock of HHH held by the Reporting Person as of July 31, 2024 in connection with the Distribution, in accordance with the terms of the EMA. The shares of restricted stock of the Issuer were granted pursuant to the Plan in a manner intended to preserve the aggregate intrinsic value of the awards, on generally the same terms and conditions (including vesting schedules) as applicable to the corresponding shares of restricted stock of HHH. The shares of restricted stock of the Issuer will vest in two substantially equal installments on March 1, 2026 and March 1, 2027, subject to the Reporting Person's continued service with the Issuer or its subsidiaries through the vesting dates. |
| 4. Includes 4,538 RSUs granted to the Reporting Person on March 7, 2025 pursuant to the Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. These 4,538 RSUs will vest in three substantially equal annual installments beginning on March 7, 2026, subject to the Reporting Person's continued service with the Issuer or its subsidiaries through the vesting dates. |
| Remarks: |
| See Exhibit 24.1 - Power of Attorney |
| /s/ Lucy Fato, Attorney-in-Fact | 08/18/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||