Filing Details

Accession Number:
0000919574-17-003724
Form Type:
13D Filing
Publication Date:
2017-05-02 17:29:55
Filed By:
Fairholme (FAIRX)
Company:
Sears Canada Inc.
Filing Date:
2017-05-02
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Fairholme Capital Management 0 17,182,811 0 21,193,743 21,193,743 20.8%
Bruce R. Berkowitz 342,960 17,182,811 342,960 21,193,743 21,536,703 21.1%
Fairholme Funds, Inc 0 12,014,115 0 12,014,115 12,014,115 11.8%
Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 1)*


Sears Canada Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)

81234D109
(CUSIP Number)

Bruce R. Berkowitz
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL  33137
(305) 358-3000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

April 28, 2017
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [X].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
   
*   The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No.
81234D109
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Fairholme Capital Management, L.L.C.
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[X]
       
3.
SEC USE ONLY
   
       

4.
SOURCE OF FUNDS*
 
     
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
17,182,811
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 

10.
SHARED DISPOSITIVE POWER
 
[_]
     
 
21,193,743
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
 
 
 
 
 
21,193,743
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES*
 
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
20.8%
 

14.
TYPE OF REPORTING PERSON*
 
     
     
 
IA
 



CUSIP No.
81234D109
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Bruce R. Berkowitz
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[X]
3.
SEC USE ONLY
   
       

4.
SOURCE OF FUNDS*
 
     
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States of America
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
342,960
 

8.
SHARED VOTING POWER
 
     
 
17,182,811
 

9.
SOLE DISPOSITIVE POWER
     
 
342,960
 

10.
SHARED DISPOSITIVE POWER
 
[_]
     
 
21,193,743
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
21,536,703
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES*
 
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
21.1%
 

14.
TYPE OF REPORTING PERSON*
 
     
     
 
IN, HC
 



CUSIP No.
81234D109
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Fairholme Funds, Inc.
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[X]
       
3.
SEC USE ONLY
   
       

4.
SOURCE OF FUNDS*
 
     
 
WC
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Maryland
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
12,014,115
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 

10.
SHARED DISPOSITIVE POWER
 
[_]
     
 
12,014,115
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
12,014,115
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES*
 
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
11.8%
 

14.
TYPE OF REPORTING PERSON*
 
     
     
 
IV
 



CUSIP No.
81234D109
 

Item 1.
Security and Issuer.

 
No material changes from the Schedule 13D filed by the Reporting Persons on November 30, 2016.

Item 2.
Identity and Background.
 
 
No material changes from the Schedule 13D filed by the Reporting Persons on November 30, 2016.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
 
No material changes from the Schedule 13D filed by the Reporting Persons on November 30, 2016.
 
Item 4.
Purpose of Transaction.
 
 
No material changes from the Schedule 13D filed by the Reporting Persons on November 30, 2016.



Item 5.
Interest in Securities of the Issuer.

(a-e)  As of the date hereof, Fairholme may be deemed to be the beneficial owner of 21,193,743 Shares (20.8%) of the Issuer, based upon the 101,877,662 Shares outstanding as of January 28, 2017, according to the Issuer.  Fairholme has the sole power to vote or direct the vote of 0 Shares, Fairholme has the shared power to vote or direct the vote of 17,182,811 Shares, Fairholme has the sole power to dispose or direct the disposition of 0 Shares and Fairholme has the shared power to dispose or direct the disposition of 21,193,743 Shares to which this filing relates.
The Fund may be deemed to be the beneficial owner of 12,014,115 Shares (11.8%) of the Issuer, based upon the 101,877,662 Shares outstanding as of January 28, 2017, according to the Issuer. The Fund has the sole power to vote or direct the vote of 0 Shares, the Fund has the shared power to vote or direct the vote of 12,014,115 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and the Fund has the shared power to dispose or direct the disposition of 12,014,115 Shares to which this filing relates.  Of the 12,014,115 Shares deemed to be beneficially owned by the Fund, 10,075,672 are owned by The Fairholme Fund and 1,938,443 are owned by The Fairholme Allocation Fund, each a series of the Fund.
Mr. Berkowitz may be deemed to be the beneficial owner of 21,536,703 Shares (21.1%) of the Issuer, based upon the 101,877,662 Shares outstanding as of January 28, 2017, according to the Issuer.  Mr. Berkowitz has the sole power to vote or direct the vote of 342,960 Shares, Mr. Berkowitz has the shared power to vote or direct the vote of 17,182,811 Shares, Mr. Berkowitz has the sole power to dispose or direct the disposition of 342,960 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 21,193,743 Shares to which this filing relates.
The trading dates, number of Shares purchased or sold and the price per share for all transactions in the Shares during the last 60 days by the Reporting Persons are set forth in Exhibit 99.2 and were effected in the open market.
The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
 
to Securities of the Issuer.

Not applicable.
 
Item 7.
Material to be Filed as Exhibits.

Exhibit 99.1
Joint Filing Statement

Exhibit 99.2
A description of the transactions in the Shares that were effected by the Reporting Persons during the last 60 days.

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.
 
May 2, 2017
 
(Date)
   
   
 
Fairholme Capital Management, L.L.C.
   
 
By: /s/ Paul Thomson
 
Chief Compliance Officer
   
 
Bruce R. Berkowitz
   
 
By: /s/ Paul Thomson
 
(Attorney-in-fact)
   
   
 
Fairholme Funds, Inc.
 
 
By: /s/ Paul Thomson
 
Chief Compliance Officer
Fairholme Capital Management, L.L.C.
   
   
   

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Paul R. Thomson, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his capacity as the controlling person of the sole member of Fairholme Capital Management, LLC, for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall continue effective until revoked by me at any time.




Dated this 2nd day of May, 2017.

Fairholme Capital Management, LLC

By: Fairholme Holdings, LLC, Sole Member

By: /s/  Bruce R. Berkowitz
 
Bruce R. Berkowitz, Controlling Person
 
   
   


Exhibit 99.1

AGREEMENT

The undersigned agree that this Schedule 13D/A dated May 2, 2017 relating to the Common Shares of Sears Canada Inc. shall be filed on behalf of the undersigned.

Fairholme Capital Management, L.L.C.
 
   
By: /s/ Paul Thomson
 
Chief Compliance Officer
 
   
Bruce R. Berkowitz
 
   
By: /s/ Paul Thomson
 
(Attorney-in-fact)
 
   
   
Fairholme Funds, Inc.
 
 
By: /s/ Paul Thomson
 
Chief Compliance Officer
Fairholme Capital Management, L.L.C.
 
   
   


Exhibit 99.2
TRANSACTIONS IN SHARES BY ACCOUNTS ADVISED BY FAIRHOLME CAPITAL MANAGEMENT, L.L.C
Transaction
Date
 
Shares
   
Price
 
Purchase
3/28/2017
   
100,000
   
$
1.3447
 
Purchase
3/29/2017
   
52,800
   
$
1.3506
 
Purchase
4/3/2017
   
400
   
$
1.3380
 
Purchase
4/4/2017
   
1,100
   
$
1.3356
 
Purchase
4/6/2017
   
3,400
   
$
1.2669
 
Purchase
4/7/2017
   
1,400
   
$
1.2679
 
Sale
4/10/2017
   
18,545
   
$
1.2091
 
Purchase
4/10/2017
   
14,600
   
$
1.2401
 
Purchase
4/11/2017
   
7,200
   
$
1.2076
 
Purchase
4/12/2017
   
2,000
   
$
1.2131
 
Purchase
4/13/2017
   
2,300
   
$
1.2083
 
Sale
4/17/2017
   
17,283
   
$
1.1352
 
Purchase
4/17/2017
   
29,400
   
$
1.1436
 
Sale
4/18/2017
   
10,800
   
$
1.1538
 
Purchase
4/18/2017
   
4,000
   
$
1.1586
 
Purchase
4/19/2017
   
2,800
   
$
1.1484
 
Purchase
4/20/2017
   
93,000
   
$
1.1374
 
Purchase
4/24/2017
   
13,600
   
$
1.1500
 
Purchase
4/24/2017
   
600
   
$
1.1425
 
Purchase
4/25/2017
   
7,100
   
$
1.2142
 
Purchase
4/26/2017
   
24,500
   
$
1.1798
 
Purchase
4/26/2017
   
60,900
   
$
1.1931
 
Purchase
4/27/2017
   
20,000
   
$
1.0871
 
Purchase
4/27/2017
   
47,500
   
$
1.1000
 
Purchase
4/28/2017
   
389,728
   
$
1.0311
 
Purchase
5/1/2017
   
22,265
   
$
0.9500
 
Purchase
5/1/2017
   
700
   
$
0.9213
 
Purchase 5/2/2017     40,060     0.9399  
Purchase  5/2/2017      16,800     0.8971