SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LAMPERT EDWARD S

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ORCHARD SUPPLY HARDWARE STORES CORP [ OSH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2012
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/26/2012 J (1) 495,212 (1) D $0 (1) 1,182,621 I See Footnotes (2) (3)
Series A Preferred Stock 11/26/2012 J (4) 533,055 (4) D $0 (4) 1,272,991 I See Footnotes (2) (3)
Class A Common Stock 767,353 D (3) (5)
Series A Preferred Stock 1,140,070 D (3) (5)
Class A Common Stock 454 I See Footnotes (3) (6)
Series A Preferred Stock 462 I See Footnotes (3) (6)
Class A Common Stock 32 I See Footnotes (3) (7)
Series A Preferred Stock 33 I See Footnotes (3) (7)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
LAMPERT EDWARD S

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL PARTNERS, L.P.

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RBS PARTNERS L P /CT

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL INVESTMENTS INC

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
Explanation of Responses:
1. ESL Partners, L.P. ("Partners") distributed these shares of Class A Common Stock, par value $0.01 per share, of Orchard Supply Hardware Stores Corporation (the "Issuer") on a pro rata basis to limited partners that elected in 2012 to redeem all or a portion of their interest in Partners.
2. These securities are held by Partners.
3. This Form 4 is filed on behalf of Mr. Lampert, Partners, RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("Investments"). RBS is the general partner of Partners. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of ESL Institutional Partners, L.P. ("Institutional"). Investments is the general partner of RBS and the managing member of CRK Partners, LLC ("CRK") and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments.
4. Partners distributed these shares of Series A Preferred Stock, par value $0.00001 per share, of the Issuer on a pro rata basis to limited partners that elected in 2012 to redeem all or a portion of their interest in Partners.
5. These securities are held by Mr. Lampert.
6. These securities are held by Institutional.
7. These securities are held by CRK.
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.
/s/ Edward S. Lampert 11/28/2012
/s/ Edward S. Lampert, Chief Executive Officer, ESL Investments, Inc., as general partner of RBS Partners, L.P., as general partner for ESL PARTNERS, L.P. 11/28/2012
/s/ Edward S. Lampert, Chief Executive Officer, ESL Investments, Inc., as general partner for RBS PARTNERS, L.P. 11/28/2012
/s/ Edward S. Lampert, Chief Executive Officer for ESL INVESTMENTS, INC. 11/28/2012
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.