EX-4.1



 Exhibit 4.1 
  

			
	 Number *0*
		Shares *0*

  

			
			SEE REVERSE FOR IMPORTANT
 NOTICE ON TRANSFER RESTRICTIONS

AND OTHER INFORMATION


  

					
			 THIS CERTIFICATE IS TRANSFERABLE
 IN THE
CITIES OF                                     
		CUSIP                     

 SERITAGE GROWTH PROPERTIES 

a Real Estate Investment Trust 

Formed under the Laws of the State of Maryland 

THIS CERTIFIES THAT **Specimen** 
 is the owner
of **Zero (0)** fully paid and nonassessable class A common shares of beneficial interest, $0.01 par value per share, of 
 Seritage Growth
Properties 
 a Maryland real estate investment trust (the “Trust”), transferable on the books of the Trust by the holder hereof in person or by
its duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares evidenced hereby are issued and shall be held subject to all of the provisions of the declaration of trust (the “Declaration of
Trust”) and Bylaws of the Trust and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 

IN WITNESS WHEREOF, the Trust has caused this Certificate to be executed on its behalf by its duly authorized officers. 

DATED                      

 

							
	 Countersigned and Registered:
				
	  
		[IMPRESSION OF		  

	 Transfer Agent

and Registrar
		TRUST SEAL]		[                                      
  ], President
				
	 By:
		                                     
       				  

			Authorized Signature				[                            ], Secretary

  







 IMPORTANT NOTICE 

The Trust will furnish to any shareholder, on request and without charge, a full statement of the information required by
Section 8-203(d) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and
other distributions, qualifications, and terms and conditions of redemption of the shares of each class of beneficial interest which the Trust has authority to issue and, if the Trust is authorized to issue any preferred or special class in series,
(i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Trustees to set such rights and preferences of subsequent series. The foregoing summary
does not purport to be complete and is subject to and qualified in its entirety by reference to the Declaration of Trust of the Trust, a copy of which will be sent without charge to each shareholder who so requests. Such request must be made to the
Secretary of the Trust at its principal office or to the Transfer Agent. 
 The shares evidenced by this certificate are subject to
restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Trust’s maintenance of its status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as
amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Trust’s Declaration of Trust, (i) no Person may Beneficially or Constructively Own Common Shares of the Trust in excess of the
Common Share Ownership Limit unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own Equity Shares of the Trust in excess of the Aggregate
Share Ownership Limit, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Equity Shares that would result in the Trust being
“closely held” under Section 856(h) of the Code or otherwise cause the Trust to fail to qualify as a REIT; (iv) no Person may Transfer Equity Shares if such Transfer would result in Equity Shares of the Trust being owned by fewer
than 100 Persons; (v) no Person may Beneficially Own or Constructively Own Equity Shares that could result in the Trust failing to qualify as a “domestically controlled qualified investment entity” under Section 897(h)(4)(B) of
the Code; and (vi) no Person shall Constructively Own Equity Shares to the extent that such Constructive Ownership would cause any income of the Trust that would otherwise qualify as “rents from real property” for purposes of
Section 856(d) of the Code to fail to qualify as such. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own Equity Shares which cause or will cause a Person to Beneficially or Constructively Own
Equity Shares in excess or in violation of the above limitations must immediately notify the Trust. If any of the restrictions on transfer or ownership described above are violated, the Equity Shares in excess or in violation of the above
limitations will be automatically transferred to a Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Trust may redeem shares upon the terms and conditions specified by the Board of Trustees in
its sole and absolute discretion if the Board of Trustees determines that ownership or Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Trust’s Declaration of Trust, as the same may be amended from time to time, a copy of which, including the
restrictions on transfer and ownership, will be furnished to each holder of Equity Shares of the Trust on request and without charge. Requests for such a copy may be directed to the Secretary of the Trust at its Principal Office. 

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN 

OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A 

CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

							
	 TEN COM
		-		as tenants in common		UNIF GIFT MIN ACT                  Custodian          
       
	 TEN ENT
		-		as tenants by the entireties		
    (cust)                        
     (Minor)

	 JT TEN
		-		as joint tenants with right of survivorship and not as tenants in common		 under Uniform Gifts to Minors Act of
                         

                    
(State)


 Additional abbreviations may also be used though not in the above list. 

FOR VALUE RECEIVED,
                         HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO 

 
  

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 
  

 
 (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE) 

                          
               (            ) shares of beneficial interest in the Trust represented by this Certificate and
do hereby irrevocably constitute and appoint
                                     attorney to transfer the
said shares on the books of the Trust, with full power of substitution in the premises. 
  

					
	
Dated                     
				  

					NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.