Filing Details

Accession Number:
0000919574-17-002936
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-03-22 18:50:12
Reporting Period:
2017-03-20
Filing Date:
2017-03-22
Accepted Time:
2017-03-22 18:50:12
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1310067 Sears Holdings Corp SHLD () DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1056831 Fairholme Capital Management Llc 4400 Biscayne Boulevard
9Th Floor
Miami FL 33137
Yes No Yes No
1214344 R Bruce Berkowitz C/O Fairholme Capital Management, L.l.c.
4400 Biscayne Boulevard, 9Th Floor
Miami FL 33137
Yes 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 Shares, $.01 Par Value Acquisiton 2017-03-20 6,700 $8.99 27,989,048 No 4 P Indirect See Footnote
Common Shares, $.01 Par Value Acquisiton 2017-03-21 150,000 $9.00 28,139,048 No 4 P Indirect See Footnote
Common Shares, $.01 Par Value Acquisiton 2017-03-22 376,200 $7.87 28,515,248 No 4 P Indirect See Footnote
Common Shares, $.01 Par Value Acquisiton 2017-03-22 40,000 $7.96 28,555,248 No 4 P Indirect See Footnote
Common Shares, $.01 Par Value Acquisiton 2017-03-22 41,000 $8.00 28,557,148 No 4 P Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnote
No 4 P Indirect See Footnote
No 4 P Indirect See Footnote
No 4 P Indirect See Footnote
No 4 P Indirect See Footnote
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Shares, $.01 Par Value 16,291,673 Indirect See Footnote
Common Shares, $.01 Par Value 71,700 Direct
Footnotes
  1. The securities are held in accounts managed by Fairholme Capital Management, LLC ("Fairholme"). Fairholme does not have any direct or indirect pecuniary interest in the managed accounts because Fairholme (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts.
  2. The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz ("Mr. Berkowitz") because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to separate series of a registered investment company and certain private funds and managed accounts. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  3. In addition to the 41,000 securities reported in Column 4, the amount reported in Column 5 accounts for 39,100 shares now held in accounts over which the Reporting Persons no longer have beneficial ownership.
  4. The reported securities are directly owned by The Fairholme Fund and The Fairholme Allocation Fund (each, a "Fund"), each a series of Fairholme Funds, Inc. The securities may be deemed to be beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to each Fund and certain private funds and managed accounts. Each Fund and the Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Fund and the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  5. The reported securities are directly owned by Mr. Berkowitz.