Edgar Filing: SEARS HOLDINGS CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LAMPERT EDWARD S

2. Issuer Name and Ticker or Trading Symbol
SEARS HOLDINGS CORP [SHLD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

1170 KANE CONCOURSE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2014

(Street)

BAY HARBOR, FL 33154

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share								25,238,782	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock, par value $0.01 per share								21,992,640	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock, par value $0.01 per share								1,939,872	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾
Common Stock, par value $0.01 per share								2,494,783	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾
Common Stock, par value $0.01 per share								10,230	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾
Common Stock, par value $0.01 per share								747	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

5,211,622 ⁽¹¹⁾

296,125 ⁽¹²⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

4,543,601 ⁽¹¹⁾

258,168 ⁽¹²⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹³⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

400,755 ⁽¹¹⁾

22,771 ⁽¹²⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁴⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

515,398 ⁽¹¹⁾

29,285 ⁽¹²⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁵⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

2,111 ⁽¹¹⁾

120 ⁽¹²⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁶⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

140 ⁽¹¹⁾

8 ⁽¹²⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁷⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/10/2014

22,771 ⁽¹⁸⁾

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

400,755 ⁽¹¹⁾

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/10/2014

29,285 ⁽¹⁹⁾

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

515,398 ⁽¹¹⁾

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

152,551 ⁽¹¹⁾

8,668 ⁽²⁰⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/10/2014

8,668 ⁽²¹⁾

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

152,551 ⁽¹¹⁾

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Subscription Rights (right to buy) ⁽¹⁰⁾

$ 500

11/03/2014

11/18/2014

Common Stock, par value $0.01 per share

5,364,173 ⁽¹¹⁾

304,793 ⁽²²⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAMPERT EDWARD S 1170 KANE CONCOURSE SUITE 200 BAY HARBOR, FL 33154	X	X	Chief Executive Officer
ESL PARTNERS, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR, FL 33154		X
SPE I Partners, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR, FL 33154		X
SPE Master I, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR, FL 33154		X
RBS PARTNERS, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR, FL 33154		X
ESL INSTITUTIONAL PARTNERS, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR, FL 33154		X
RBS INVESTMENT MANAGEMENT, L.L.C. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR, FL 33154		X
CRK PARTNERS LLC 1170 KANE CONCOURSE SUITE 200 BAY HARBOR, FL 33154		X
ESL INVESTMENTS, INC. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR, FL 33154		X

Signatures

EDWARD S. LAMPERT, By: /s/ Edward S. Lampert		11/13/2014
^**Signature of Reporting Person		Date
ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer		11/13/2014
^**Signature of Reporting Person		Date
SPE I PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer		11/13/2014
^**Signature of Reporting Person		Date
SPE MASTER I, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer		11/13/2014
^**Signature of Reporting Person		Date
RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer		11/13/2014
^**Signature of Reporting Person		Date
ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer		11/13/2014
^**Signature of Reporting Person		Date
RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer		11/13/2014
^**Signature of Reporting Person		Date
CRK PARTNERS, LLC, By: ESL Investments, Inc., Its: Sole Member, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer		11/13/2014
^**Signature of Reporting Person		Date
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer		11/13/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC are the direct beneficial owners of the securities covered by this statement.
(2)	RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
(3)	The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
(4)	The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
(5)	Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), directly beneficially owned by Partners.
(6)	Represents Shares directly beneficially owned by SPE I.
(7)	Represents Shares directly beneficially owned by SPE Master I.
(8)	Represents Shares directly beneficially owned by Institutional.
(9)	Represents Shares directly beneficially owned by CRK LLC.
(10)	Each subscription right (each, a "Right") entitles its holder to purchase from the Issuer one unit, at a price of $500 per unit, which consists of (i) a 8% senior unsecured note due 2019 in the principal amount of $500 and (ii) 17.5994 warrants to purchase an equivalent number of Shares (each, a "Warrant").
(11)	Represents the amount of Shares that could be acquired upon the exercise of Warrants, acquired through the exercise of the Rights, with each Warrant entitling the holder thereof to purchase one Share at an exercise price of $28.41 per Share. The Issuer may cancel the Rights, in its sole discretion, at any time prior to the expiration of the Rights on November 18, 2014. Therefore, the Rights, the Warrants underlying the Rights and the Shares underlying the Warrants will not be beneficially owned, if at all, until the closing of the Rights offering on November 18, 2014.
(12)	Represents Rights distributed by the Issuer on a pro rata basis to its stockholders (the "Sears Distribution"). The acquisition of Rights by each of the reporting persons in the Sears Distribution constituted an acquisition of Rights pursuant to a pro rata grant to all holders of the same class of equity securities registered under Section 12 of the Exchange Act, which is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(b) thereunder. The Issuer may cancel the Rights, in its sole discretion, at any time prior to the expiration of the Rights on November 18, 2014. Therefore, the Rights will not be beneficially owned, if at all, until the closing of the Rights offering on November 18, 2014.
(13)	Represents Rights directly held by Partners.
(14)	Represents Rights directly held by SPE I.
(15)	Represents Rights directly held by SPE Master I.
(16)	Represents Rights directly held by Institutional.
(17)	Represents Rights directly held by CRK LLC.
(18)	Represents Rights that were distributed by SPE I on a pro rata basis to its partners (the "SPE I Distribution").
(19)	Represents Rights that were distributed by SPE Master I on a pro rata basis to its partners (the "SPE Master I Distribution," and together with the SPE I Distribution, the "SPE Distributions").
(20)	Represents Rights received by RBS from SPE I and SPE Master I as a result of the SPE Distributions. The acquisition of Rights by RBS in the SPE Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Rights by RBS in the Distributions from Section 16 of the Exchange Act. The Issuer may cancel the Rights, in its sole discretion, at any time prior to the expiration of the Rights on November 18, 2014. Therefore, the Rights will not be beneficially owned, if at all, until the closing of the Rights offering on November 18, 2014.
(21)	Represents Rights that were distributed by RBS on a pro rata basis indirectly to Mr. Lampert (the "RBS Distribution").
(22)	Includes Rights received by Mr. Lampert indirectly from RBS as a result of the RBS Distribution. The acquisition of Rights by Mr. Lampert in the RBS Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. The Issuer may cancel the Rights, in its sole discretion, at any time prior to the expiration of the Rights on November 18, 2014. Therefore, the Rights will not be beneficially owned, if at all, until the closing of the Rights offering on November 18, 2014.
Remarks: Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)

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