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13D Filing: Fairholme (FAIRX) and Sears Canada Inc. (SRSCQ)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Fairholme Capital Management 0 15,545,093 0 16,898,877 16,898,877 16.6%
Bruce R. Berkowitz 342,960 15,545,093 342,960 16,898,877 17,241,837 16.9%
Fairholme Funds, Inc 0 11,784,115 0 11,784,115 11,784,115 11.6%
Bruce Berkowitz
Bruce Berkowitz
Fairholme (FAIRX)

Page 1 of 10 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. 5)*

Sears Canada Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
81234D109
(CUSIP Number)

Bruce R. Berkowitz

c/o Fairholme Capital Management, L.L.C.

4400 Biscayne Boulevard, 9th Floor

Miami, FL 33137

(305) 358-3000

(Name, Address and Telephone Number of Person
Authorized to Receive

Notices and Communications)

August 18, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 10 – SEC Filing

CUSIP No. 81234D109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fairholme Capital Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX 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
0
8. SHARED VOTING POWER
15,545,093
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
16,898,877
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

16,898,877
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14. TYPE OF REPORTING PERSON*
IA

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Page 3 of 10 – SEC Filing

CUSIP No. 81234D109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce R. Berkowitz
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
342,960
8. SHARED VOTING POWER
15,545,093
9. SOLE DISPOSITIVE POWER
342,960
10. SHARED DISPOSITIVE POWER
16,898,877
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

17,241,837
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14. TYPE OF REPORTING PERSON*
IN, HC

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Page 4 of 10 – SEC Filing

CUSIP No. 81234D109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fairholme Funds, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
11,784,115
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
11,784,115
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

11,784,115
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
14. TYPE OF REPORTING PERSON*
IV

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Page 5 of 10 – SEC Filing

CUSIP No. 81234D109
Item 1. Security and Issuer.
No material changes from the Schedule 13D filed by the Reporting Persons on November 30, 2016.
Item 2. Identity and Background.
No material changes from the Schedule 13D filed by the Reporting Persons on November 30, 2016.
Item 3. Source and Amount of Funds or Other Consideration.
No material changes from the Schedule 13D filed by the Reporting Persons on November 30, 2016.
Item 4. Purpose of Transaction.
No material changes from the Schedule 13D filed by the Reporting Persons on August
8, 2017.
Item 5. Interest in Securities of the Issuer.

(a-e) As of the
date hereof, Fairholme may be deemed to be the beneficial owner of 16,898,877 Shares (16.6%) of the Issuer, based upon the 101,877,662
Shares outstanding as of June 13, 2017, according to the Issuer. Fairholme has the sole power to vote or direct the vote of 0 Shares,
Fairholme has the shared power to vote or direct the vote of 15,545,093 Shares, Fairholme has the sole power to dispose or direct
the disposition of 0 Shares and Fairholme has the shared power to dispose or direct the disposition of 16,898,877 Shares to which
this filing relates.

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Page 6 of 10 – SEC Filing

The Fund
may be deemed to be the beneficial owner of 11,784,115 Shares (11.6%) of the Issuer, based upon the 101,877,662
Shares outstanding as of June 13, 2017, according to the Issuer. The Fund has the sole power to vote or direct the vote of 0
Shares, the Fund has the shared power to vote or direct the vote of 11,784,115 Shares, the Fund has the sole power to
dispose or direct the disposition of 0 Shares and the Fund has the shared power to dispose or direct the disposition of
11,784,115 Shares to which this filing relates. Of the 11,784,115 Shares deemed to be beneficially owned by the Fund,
10,075,672 are owned by The Fairholme Fund and 1,708,443 are owned by The Fairholme Allocation Fund, each a series of the
Fund.

Mr. Berkowitz may
be deemed to be the beneficial owner of 17,241,837 Shares (16.9%) of the Issuer, based upon the 101,877,662 Shares outstanding
as of June 13, 2017, according to the Issuer. Mr. Berkowitz has the sole power to vote or direct the vote of 342,960 Shares, Mr.
Berkowitz has the shared power to vote or direct the vote of 15,545,093 Shares, Mr. Berkowitz has the sole power to dispose or
direct the disposition of 342,960 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 16,898,877
Shares to which this filing relates.

The trading dates,
number of Shares purchased or sold and the price per share for all transactions in the Shares during the last 60 days by the Reporting
Persons are set forth in Exhibit 99.2 and were effected in the open market.

The Reporting Persons
specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Joint Filing Statement
Exhibit 99.2

A description of the transactions in the Shares that were effected
by the Reporting Persons during the last 60 days.

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Page 7 of 10 – SEC Filing

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 22, 2017
(Date)
Fairholme Capital Management, L.L.C.
By: /s/ Paul Thomson
Chief Compliance Officer
Bruce R. Berkowitz
By: /s/ Paul Thomson
(Attorney-in-fact)

Fairholme Funds, Inc.

By: /s/ Paul Thomson

Chief Compliance Officer

Fairholme Capital Management, L.L.C.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).

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Page 8 of 10 – SEC Filing

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,
that the undersigned constitutes and appoints Paul R. Thomson, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his capacity as the controlling person of the sole member of Fairholme Capital
Management, LLC, for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite
and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of
Attorney shall continue effective until revoked by me at any time.

Dated this 22nd day of August, 2017.

Fairholme Capital Management, LLC

By: Fairholme Holdings, LLC, Sole Member

By: /s/  Bruce R. Berkowitz
Bruce R. Berkowitz, Controlling Person

 

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Page 9 of 10 – SEC Filing

 

Exhibit 99.1

AGREEMENT

The undersigned agree that this Schedule
13D/A dated August 22, 2017 relating to the Common Shares of Sears Canada Inc. shall be filed on behalf of the undersigned.

Fairholme Capital Management, L.L.C.
By: /s/ Paul Thomson
Chief Compliance Officer
Bruce R. Berkowitz
By: /s/ Paul Thomson
(Attorney-in-fact)

Fairholme Funds, Inc.

By: /s/ Paul Thomson

Chief Compliance Officer

Fairholme Capital Management, L.L.C.

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Page 10 of 10 – SEC Filing

Exhibit 99.2

 

TRANSACTIONS IN SHARES BY ACCOUNTS ADVISED
BY FAIRHOLME CAPITAL MANAGEMENT, L.L.C

Transaction Date Shares Price
Sale 7/28/2017 104,300 $0.61
Sale 7/31/2017 249,000 $0.61
Sale 8/1/2017 100,000 $0.56
Sale 8/2/2017 77,000 $0.55
Sale 8/3/2017 514,900 $0.36
Sale 8/4/2017 83,808 $0.24
Sale 8/4/2017 135,010 $0.25
Sale 8/4/2017 247,293 $0.26
Sale 8/4/2017 383,300 $0.25
Sale 8/7/2017 216,000 $0.25
Sale 8/8/2017 280,000 $0.25
Sale 8/9/2017 5,000 $0.25
Sale 8/10/2017 15,100 $0.24
Sale 8/11/2017 175,200 $0.21
Sale 8/14/2017 175,000 $0.22
Sale 8/15/2017 125,000 $0.21
Sale 8/16/2017 52,500 $0.20
Sale 8/17/2017 231,300 $0.18
Sale 8/18/2017 339,700 $0.15
Sale 8/21/2017 295,200 $0.16
Sale 8/22/2017 378,800 $0.15

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