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Filing Details

Accession Number:: 0000899243-15-006376
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-10-05 20:53:15
Reporting Period:: 2015-10-01

Filing Date:: 2015-10-05
Accepted Time:: 2015-10-05 20:53:15
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	2015-10-01	13,387	$22.98	30,002,411	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2015-10-02	10,230	$0.00	0	No	4	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2015-10-02	2,019	$0.00	0	No	4	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2015-10-02	747	$0.00	0	No	4	J	Indirect	See Footnotes

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.01 Per Share	Warrants (right to buy)	Disposition	2015-10-02	2,111	$0.00	2,343	$28.41
Common Stock, Par Value $0.01 Per Share	Warrants (right to buy)	Disposition	2015-10-02	417	$0.00	463	$28.41
Common Stock, Par Value $0.01 Per Share	Warrants (right to buy)	Disposition	2015-10-02	140	$0.00	155	$28.41

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2014-11-19	2019-12-15	No	4	J	Indirect
2014-11-19	2019-12-15	No	4	J	Indirect
2014-11-19	2019-12-15	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	2,019	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	30,009,060	Direct
Common Stock, Par Value $0.01 Per Share	21,992,640	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	150,124	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	193,341	Indirect	See Footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, Par Value $0.01 Per Share	Warrants (right to buy)	$28.41	2014-11-19	2019-12-15	463	417	Indirect
Common Stock, Par Value $0.01 Per Share	Warrants (right to buy)	$28.41	2014-11-19	2019-12-15	6,328,785	5,701,521	Direct
Common Stock, Par Value $0.01 Per Share	Warrants (right to buy)	$28.41	2014-11-19	2019-12-15	5,359,323	4,828,219	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2019-12-15	463	417	Indirect
2019-12-15	6,328,785	5,701,521	Direct
2019-12-15	5,359,323	4,828,219	Indirect

Footnotes

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 ("Shares"), of purchases that were executed at prices ranging from $22.94 to $23.00 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 price per Share and the number of Shares purchased at each price.
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, LLC ("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.
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, both RBS and 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.
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.
Represents Shares that were distributed by Institutional on a pro rata basis to its partners (the "Institutional Share Distribution").
Represents Shares received by RBSIM from Institutional as a result of the Institutional Share Distribution. The acquisition of Shares by RBSIM in the Institutional Share 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. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBSIM in the Institutional Share Distribution from Section 16 of the Exchange Act.
Represents Shares that were distributed by RBSIM on a pro rata basis indirectly to Mr. Lampert (the "RBSIM Share Distribution").
Represents Shares that were distributed by CRK LLC on a pro rata basis indirectly to Mr. Lampert (the "CRK Share Distribution" and, together with the Institutional Share Distribution and the RBSIM Share Distribution, the "Share Distributions").
Includes Shares received by Mr. Lampert from Institutional, RBSIM and CRK LLC as a result of the Share Distributions. The acquisition of Shares by Mr. Lampert in the Share 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 Mr. Lampert in the Institutional Share Distribution from Section 16 of the Exchange Act.
Represents Shares directly beneficially owned by Partners.
Represents Shares directly beneficially owned by SPE I.
Represents Shares directly beneficially owned by SPE Master I.
Represents warrants to purchase Shares of the Issuer ("Warrants") that were distributed by Institutional on a pro rata basis to its partners (the "Institutional Warrant Distribution"). As a result of the Institutional Share Distribution and the Institutional Warrant Distribution, Institutional will no longer be a reporting person.
Represents the amount of Shares that could be acquired upon the exercise of Warrants, with each Warrant entitling the holder thereof to purchase Shares at an exercise price of $28.41 per Share.
Represents Warrants received by RBSIM from Institutional as a result of the Institutional Warrant Distribution. The acquisition of Warrants by RBSIM in the Institutional Warrant 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. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Warrants by RBSIM in the Institutional Warrant Distribution from Section 16 of the Exchange Act.
Represents Warrants that were distributed by RBSIM on a pro rata basis indirectly to Mr. Lampert (the "RBSIM Warrant Distribution").
Represents Warrants that were distributed by CRK LLC on a pro rata basis indirectly to Mr. Lampert (the "CRK Warrant Distribution" and, together with the Institutional Warrant Distribution and the RBSIM Warrant Distribution, the "Warrant Distributions"). As a result of the CRK Share Distribution and the CRK Warrant Distribution, CRK LLC will no longer be a reporting person.
Includes Warrants received by Mr. Lampert from Institutional, RBSIM and CRK LLC as a result of the Warrant Distributions. The acquisition of Warrants by Mr. Lampert in the Warrant 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 Warrants by Mr. Lampert in the Institutional Warrant Distribution from Section 16 of the Exchange Act.
Represents Warrants directly beneficially owned by Partners.