SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LAMPERT EDWARD S

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/21/2011

3. Issuer Name and Ticker or Trading Symbol
ORCHARD SUPPLY HARDWARE STORES CORP [ OSH ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/21/2011

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,721,077	I	See Footnotes⁽¹⁾⁽⁷⁾
Series A Preferred Stock	1,721,077	I	See Footnotes⁽¹⁾⁽⁷⁾
Class A Common Stock	454,391	I	See Footnotes⁽²⁾⁽⁷⁾
Series A Preferred Stock	454,391	I	See Footnotes⁽²⁾⁽⁷⁾
Class A Common Stock	462	I	See Footnotes⁽³⁾⁽⁷⁾
Series A Preferred Stock	462	I	See Footnotes⁽³⁾⁽⁷⁾
Class A Common Stock	33	I	See Footnotes⁽⁴⁾⁽⁷⁾
Series A Preferred Stock	33	I	See Footnotes⁽⁴⁾⁽⁷⁾
Class A Common Stock	3,521	I	See Footnotes⁽⁵⁾⁽⁷⁾
Series A Preferred Stock	3,521	I	See Footnotes⁽⁵⁾⁽⁷⁾
Class A Common Stock	767,127	D⁽⁶⁾⁽⁷⁾
Series A Preferred Stock	767,127	D⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

LAMPERT EDWARD S

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INVESTMENTS INC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBS PARTNERS L P /CT

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL PARTNERS, L.P.

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INVESTORS LLC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INSTITUTIONAL PARTNERS LP

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CRK PARTNERS LLC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBS INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are held by ESL Partners, L.P. ("Partners").

2. These securities are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors").

3. These securities are held by ESL Institutional Partners, L.P. ("Institutional").

4. These securities are held by CRK Partners, LLC ("CRK").

5. These securities are held in a grantor retained annuity trust, of which Mr. Lampert is the trustee.

6. These securities are held by Mr. Lampert.

7. This Form 3 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS Partners, L.P. ("RBS"), RBS Investment Management, L.L.C. ("RBSIM"), Partners, Investors, Institutional and CRK. RBS is the general partner of Partners and the managing member of Investors. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and the sole member of CRK and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments.

Remarks:

Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. This amendment is being filed to add Institutional, RBSIM and CRK as Reporting Persons. The disclosure in the original filing on December 21, 2011 regarding the Reporting Persons and the number of securities reported remains unchanged.

	EDWARD S. LAMPERT /s/ Edward S. Lampert Edward S. Lampert	03/14/2012
	ESL INVESTMENTS, INC. By: /s/ Adrian J. Maizey Name: Adrian J. Maizey Title: Chief Financial Officer	03/14/2012
	RBS PARTNERS, L.P. By: ESL Investments, Inc., as its general partner By: /s/ Adrian J. Maizey Name: Adrian J. Maizey Title: Chief Financial Officer	03/14/2012
	ESL PARTNERS, L.P. By: RBS Partners, L.P., as its general partner By: ESL Investments, Inc., as its general partner By: /s/ Adrian J. Maizey Name: Adrian J. Maizey Title: Chief Financial Officer	03/14/2012
	ESL INVESTORS, L.L.C. By: RBS Partners, L.P., as its manager By: ESL Investments, Inc., as its general partner By: /s/ Adrian J. Maizey Name: Adrian J. Maizey Title: Chief Financial Officer	03/14/2012
	ESL INSTITUTIONAL PARTNERS, L.P. By: RBS Investment Management, L.L.C., as its general partner By: ESL Investments, Inc., as its manager By: /s/ Adrian J. Maizey Name: Adrian J. Maizey Title: Chief Financial Officer	03/14/2012
	CRK PARTNERS, LLC By: ESL Investments, Inc., as its manager By: /s/ Adrian J. Maizey Name: Adrian J. Maizey Title: Chief Financial Officer	03/14/2012
	RBS INVESTMENT MANAGEMENT, L.L.C. By: ESL Investments, Inc., as its manager By: /s/ Adrian J. Maizey Name: Adrian J. Maizey Title: Chief Financial Officer	03/14/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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