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Filing Details

Accession Number:: 0001209191-15-053550
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-06-16 08:31:03
Reporting Period:: 2015-06-15

Filing Date:: 2015-06-16
Accepted Time:: 2015-06-16 08:31:03
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	Rbs Partners, L.p.	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	Yes	No
923727	Esl Partners, L.p.	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	Yes	No
1126396	Esl Investments, Inc.	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	Yes	No
1183200	S Edward Lampert	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154	Chief Executive Officer	Yes	Yes	Yes	No
1249797	Rbs Investment Management, L.l.c.	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	Yes	No
1249801	Esl Institutional Partners, L.p.	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	Yes	No
1251868	Crk Partners Llc	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	Yes	No
1553666	Spe Master I, L.p.	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	Yes	No
1553667	Spe I Partners, L.p.	1170 Kane Concourse, Suite 200 Bay Harbor Islands FL 33154		No	No	Yes	No

Reported Non-Derivative Transactions

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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	2015-06-15	68,663	$0.00	1,939,872	No	4	P	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Acquisiton	2015-06-15	111,723	$0.00	2,494,783	No	4	P	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2015-06-15	438,630	$0.00	1,501,242	No	4	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2015-06-15	561,370	$0.00	1,933,413	No	4	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2015-06-15	220,083	$0.00	0	No	4	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	220,083	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	25,547,095	Direct
Common Stock, Par Value $0.01 Per Share	21,992,640	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

The shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), are directly beneficially owned by SPE I Partners, LP ("SPE I"), of which RBS Partners, L.P. ("RBS") is the sole general partner. Edward S. Lampert is the Chairman, Chief Executive Officer and Director of ESL Investments, Inc. ("ESL"), the sole general partner of RBS. On June 15, 2015, in satisfaction of certain liabilities of SPE I payable to RBS, the capital account balance of RBS was increased by an aggregate of $3,388,616, resulting in the acquisition by RBS of an additional approximate 3.54% general partner interest in SPE I. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I, SPE Master I, LP ("SPE Master I"), RBS, ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and 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.
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. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. 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.
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.
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.
The Shares are directly beneficially owned by SPE Master I, of which RBS is the sole general partner. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL, the sole general partner of RBS. On June 15, 2015, in satisfaction of certain liabilities of SPE Master I payable to RBS, the capital account balance of RBS was increased by an aggregate of $5,620,329, resulting in the acquisition by RBS of an additional approximate 4.48% general partner interest in SPE Master I. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE Master I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
Represents Shares that were distributed by SPE I on a pro rata basis to its partners (the "SPE I Distribution").
Represents Shares directly beneficially owned by SPE I.
Represents Shares that were distributed by SPE Master I on a pro rata basis to its partners (the "SPE Master I Distribution" and, together with the SPE I Distribution, the "Distributions").
Represents Shares directly beneficially owned by SPE Master I.
Represents Shares received by RBS from SPE I and SPE Master I as a result of the Distributions. The acquisition of Shares by RBS in the Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBS in the Distributions from Section 16 of the Exchange Act.
Represents Shares that were distributed by RBS on a pro rata basis to Mr. Lampert (the "RBS Distribution").
Includes Shares received by Mr. Lampert from RBS as a result of the RBS Distribution. The acquisition of Shares by Mr. Lampert in the RBS Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder.
Represents Shares directly beneficially owned by Partners.
Represents Shares directly beneficially owned by Institutional.
Represents Shares directly beneficially owned by CRK LLC.