13D Filing: ESL Partners, L.P. and Sears Holdings Corp (SHLD)

Page 2 of 15

Page 2 of 15 – SEC Filing


CUSIP No. 812350106
  1. 

Names of
Reporting Persons.

ESL Partners, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☑        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

  6.

Citizenship or Place of
Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

25,000,979 (1)

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

25,000,979 (1)

10.

Shared Dispositive Power

38,525,294(2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

63,526,273(1)(2)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ☐

13.

Percent of Class Represented by Amount
in Row (11)

56.6% (3)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,688 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) Based upon 107,445,403 shares of Holdings Common Stock outstanding as of August 18, 2017, as disclosed in Holdings Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2017, that was filed
by Holdings with the SEC on August 24, 2017, and 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.

Follow Sears Holdings Corp (NASDAQ:SHLD)

Page 2 of 15