Billionaire Edward Lampert Lends Another $300 Million to Sears Holdings Corp (SHLD)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 47) *

Sears
Holdings Corporation

(Name of Issuer)

Common Shares

(Title of
Class of Securities)

812350106

(CUSIP Number)

Janice V.
Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

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

September 1, 2016

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.

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, as amended (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).

CUSIP No. 812350106

CUSIP No. 812350106

CUSIP No. 812350106

CUSIP No. 812350106

CUSIP No. 812350106

CUSIP No. 812350106

This Amendment No. 47 to Schedule 13D (this Amendment) relates to common shares,
par value $0.01 per share (the Holdings Common Stock), of Sears Holdings Corporation, a Delaware corporation (Holdings). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE Master I, LP, a Delaware limited partnership (SPE Master I), RBS
Partners, L.P., a Delaware limited partnership (RBS), ESL Institutional Partners, L.P., a Delaware limited partnership, RBS Investment Management, L.L.C., a Delaware limited liability company, CRK Partners, LLC, a Delaware limited
liability company, ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items
are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (SEC).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

In a grant of shares of Holdings Common Stock by Holdings on August 31, 2016, pursuant to the Extension Letter between Holdings and
Mr. Lampert, Mr. Lampert acquired an additional 22,124 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as consideration for serving as Chief Executive Officer and no cash consideration was
paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On September 1, 2016, Holdings, Sears Roebuck Acceptance Corp. and Kmart Corporation (collectively, the Second-Lien
Borrowers), entered into that certain Second Lien Credit Agreement with the ESL Lenders (the Second Lien Credit Agreement), pursuant to which the Second-Lien Borrowers borrowed $300 million of term loans as the Second-Lien Term
Loan.

The maturity date for the Second-Lien Term Loan is July 20, 2020, and the Second-Lien Term Loan will not amortize. The Second
Lien Credit Agreement includes an accordion feature which allows the Second-Lien Borrowers to seek to obtain from third parties up to $200 million of additional loans under the Second Lien Credit Agreement on the same terms as the Second-Lien
Term Loan.

The Second-Lien Term Loan bears interest at a rate equal to, at the election of the Second-Lien Borrowers, either LIBOR
(subject to a 1.00% floor) or a specified prime rate (Base Rate), in either case plus an applicable margin. The margin with respect to the Second-Lien Term Loan is 7.50% for LIBOR loans and 6.50% for Base Rate loans.

Pursuant to the Security Agreement (as defined below) Holdings obligations under the Second Lien Credit Agreement are secured on a pari
passu basis with Holdings obligations under that certain Indenture, dated as of October 12, 2010, by and among Holdings, Holdings subsidiaries from time to time party thereto and Wilmington Trust, National Association, as successor
collateral agent (Wilmington Trust), pursuant to which Holdings issued the Notes. The collateral includes inventory, receivables and other related assets of Holdings and its subsidiaries which are obligated on the Second-Lien Term Loan
and the Notes. The Second Lien Credit Agreement will be guaranteed by all domestic subsidiaries of Holdings that guarantee Holdings obligations under its existing revolving credit facility.

The Second Lien Credit Agreement includes customary representations and warranties, covenants and other undertakings, which representations
and warranties, covenants and undertakings are subject to important qualifications and limitations set forth in the Second Lien Credit Agreement. The Second Lien Credit Agreement also contains customary events of default, including (subject to
certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and bankruptcy or insolvency proceedings. If there is an event of default, the ESL Lenders may
declare all or any portion of the outstanding indebtedness to be immediately due and payable, and exercise any rights they might have under any of the related facility documents (including against the collateral), subject to the Security Agreement
and the Intercreditor Agreement (as defined below).

The foregoing description of the Second Lien Credit Agreement does not purport to be complete and
is qualified in its entirety by reference to that certain Second Lien Credit Agreement, entered into in connection with the Second-Lien Term Loan, filed as Exhibit 99.30 and incorporated by reference herein.

Also on September 1, 2016, Holdings amended that certain Security Agreement, dated as of October 12, 2010 (together with all
exhibits and schedules attached thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Security Agreement), among Holdings, the subsidiaries of Holdings from time to time party
thereto as grantors and Wilmington Trust, to cure certain ambiguities, omissions, defects or inconsistencies in the Security Agreement.

In addition, in connection with the entry into the Second Lien Credit Agreement, JPP, LLC, as administrative agent and collateral
administrator under the Second Lien Credit Agreement, executed a joinder to the Security Agreement.

The foregoing discussion does not
purport to be complete and is qualified in its entirety by reference to both (i) the First Amendment to the Security Agreement on Exhibit 10.2 to Holdings Current Report on Form 8-K filed with the SEC on September 2, 2016, and
(ii) that certain Pari Passu Joinder Agreement, attached hereto as Exhibit 99.31 and incorporated by reference herein.

Also on
September 1, 2016, Bank of America, N.A. and Wells Fargo Bank, National Association (as successor to Wells Fargo Retail Finance, LLC), as co-collateral agents, and Wilmington Trust, as successor trustee, entered into an amendment and
restatement of that certain Intercreditor Agreement, dated as of October 12, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Intercreditor Agreement), to, among other
things, make certain amendments in connection with Holdings entry into the Second Lien Credit Agreement and the security interests granted in connection therewith.

The foregoing description of the Intercreditor Agreement does not purport to be complete and is qualified in its entirety by reference to the
Amended and Restated Intercreditor Agreement on Exhibit 10.3 to Holdings Current Report on Form 8-K filed with the SEC on September 2, 2016.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an
admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to Holdings or securities of Holdings for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of Holdings or
otherwise with respect to Holdings or any securities of Holdings or (ii) a member of any syndicate or group with respect to Holdings or any securities of Holdings.

As of September 2, 2016, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock set forth in the
table below.

(c) Other than as set forth on Annex B hereto, there have been
no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

The information set forth in Item 4 is incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety as follows:

The following exhibits are filed as exhibits hereto:

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.

ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SEARS HOLDINGS CORPORATION

EXHIBIT INDEX