Filing Details

Accession Number:
0001181431-13-003011
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-01-11 18:31:20
Reporting Period:
2013-01-09
Filing Date:
2013-01-11
Accepted Time:
2013-01-11 18:31:20
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1310067 Sears Holdings Corp SHLD Retail-Department Stores (5311) 201920798
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
860585 /Ct P L Partners Rbs 1170 Kane Concourse
Suite 200
Bay Harbor FL 33154
No No Yes No
923727 Esl Partners, L.p. 1170 Kane Concourse
Suite 200
Bay Harbor FL 33154
No No Yes No
1126396 Esl Investments Inc 1170 Kane Concourse
Suite 200
Bay Harbor FL 33154
No No Yes No
1183200 S Edward Lampert 1170 Kane Concourse
Suite 200
Bay Harbor FL 33154
Yes No Yes No
1249797 Rbs Investment Management Llc 1170 Kane Concourse
Suite 200
Bay Harbor FL 33154
No No Yes No
1249801 Esl Institutional Partners Lp 1170 Kane Concourse
Suite 200
Bay Harbor FL 33154
No No Yes No
1251868 Crk Partners Llc 1170 Kane Concourse
Suite 200
Bay Harbor FL 33154
No No Yes No
1553666 Spe Master I, L.p. 1170 Kane Concourse
Suite 200
Bay Harbor FL 33154
No No Yes No
1553667 Spe I Partners, L.p. 1170 Kane Concourse
Suite 200
Bay Harbor FL 33154
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.01 Per Share Acquisiton 2013-01-09 245,678 $40.86 23,715,620 No 4 P Direct
Common Stock, Par Value $0.01 Per Share Acquisiton 2013-01-10 86,370 $40.97 23,801,990 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 P Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock, Par Value $0.01 Per Share 29,410,437 Indirect See Footnotes
Common Stock, Par Value $0.01 Per Share 1,939,872 Indirect See Footnotes
Common Stock, Par Value $0.01 Per Share 2,494,783 Indirect See Footnotes
Common Stock, Par Value $0.01 Per Share 10,230 Indirect See Footnotes
Common Stock, Par Value $0.01 Per Share 747 Indirect See Footnotes
Footnotes
  1. This price represents the approximate weighted average price per share of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), of purchases that were executed at prices ranging from $40.32 to $41.00 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
  2. This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, L.L.C. ("CRK LLC") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC are the direct beneficial owners of the securities covered by this statement.
  3. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
  4. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
  5. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
  6. This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $40.74 to $41.00 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
  7. Represents Shares directly beneficially owned by Partners.
  8. Represents Shares directly beneficially owned by SPE I.
  9. Represents Shares directly beneficially owned by SPE Master I.
  10. Represents Shares directly beneficially owned by Institutional.
  11. Represents Shares directly beneficially owned by CRK LLC.