Filing Details

 

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).

 

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

 

 

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

 

 

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

 

 

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.

 

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.

 

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).

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

 

 

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.

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