Filing Details

Accession Number:
0001209191-12-003365
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-01-11 19:09:24
Reporting Period:
2012-01-09
Filing Date:
2012-01-11
Filing Date Changed:
2012-01-11
Accepted Time:
2012-01-11 19:09:24
Original Submission Date:
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 200 Greenwich Avenue
Greenwich CT 06830
No No Yes No
923727 Esl Partners, L.p. 200 Greenwich Avenue
Greenwich CT 06830
No No Yes No
1126396 Inc Investments Esl 200 Greenwich Avenue
Greenwich CT 06830
No No Yes No
1183200 S Edward Lampert 200 Greenwich Avenue
Greenwich CT 06830
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings
Common Stock, Par Value $0.01 Per Share Acquisiton 2012-01-11 573,184 $0.00 573,184
Common Stock, Par Value $0.01 Per Share Disposition 2012-01-11 573,184 $0.00 0
Common Stock, Par Value $0.01 Per Share Acquisiton 2012-01-09 4,461,329 $29.20 21,670,883
Common Stock, Par Value $0.01 Per Share Acquisiton 2012-01-09 214,288 $29.52 21,885,171
Common Stock, Par Value $0.01 Per Share Acquisiton 2012-01-10 182,900 $30.40 22,068,071
Common Stock, Par Value $0.01 Per Share Acquisiton 2012-01-11 12,012 $30.99 22,080,083
Common Stock, Par Value $0.01 Per Share Acquisiton 2012-01-11 561,720 $0.00 22,641,803
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect See Footnotes
No 4 J Indirect See Footnotes
No 4 P Direct
No 4 P Direct
No 4 P Direct
No 4 P Direct
No 4 J Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock, Par Value $0.01 Per Share 38,107,718 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. These shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), are held by ESL Partners, L.P. ("Partners").
  2. This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS and Partners. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS, the sole member of CRK and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments.
  3. RBS Partners, L.P. ("RBS"), the managing member of ESL Investors, L.L.C. ("Investors"), acquired these Shares in a distribution from Investors in lieu of a cash payment for management fees.
  4. These Shares are held by RBS.
  5. RBS distributed these Shares, which were received in lieu of a cash payment for management fees from Investors, on a pro rata basis to its partners.
  6. These Shares are held by ESL Institutional Partners, L.P. ("Institutional").
  7. These Shares are held by CRK Partners, LLC ("CRK").
  8. This price represents the price per Share of private purchases from Investors.
  9. These Shares are held by Edward S. Lampert.
  10. This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $29.13 to $29.65 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.
  11. This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $30.15 to $30.50 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.
  12. These Shares were received in a pro rata distribution from RBS to its partners.
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