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 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* BERKOWITZ BRUCE R (Last) (First) (Middle) C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR (Street) MIAMI FL 33137 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SEARS HOLDINGS CORP [ SHLD ]	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) 11/18/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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

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
Transferable Rights to purchase a Unit	$500	11/18/2014		J(1)			95,354	11/03/2014	11/18/2014	Units(2)	1,678,172(3)	$0(4)	0	D
Warrants to Purchase Common Stock, par value $0.01	$28.41	11/18/2014		J(1)		1,678,172		11/18/2014	12/15/2019	Common Stock, par value $0.01	1,678,172	$500(5)	1,678,172	D
Transferable Rights to purchase a Unit	$500	11/18/2014		J(1)			262,325	11/03/2014	11/18/2014	Units(2)	4,616,692(3)	$0(4)	0	I	See Footnote(6)
Warrants to Purchase Common Stock, par value $0.01	$28.41	11/18/2014		J(1)		4,616,692		11/18/2014	12/15/2019	Common Stock, par value $0.01	4,616,692	$500(5)	4,616,692	I	See Footnote(6)

Explanation of Responses:

1. Transferrable subscription rights (the "Rights") of Sears Holdings Corporation (the "Company") were distributed at no charge, by the Company to each holder of its Common Stock as of 5:00 p.m., New York City time, on October 30, 2014 (the "Rights Offering"). Each Right entitled its holder to purchase, at the holder's election and at the subscription price of $500, one (1) Unit (as defined in footnote 2). The listed transactions represent the exercise of the Rights and the purchase of the Units.

2. Each Unit consists of (a) an 8% senior unsecured note due December 15, 2019 in the principal amount of $500 (each, a "Note"), and (b) 17.5994 warrants (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one share of Common Stock.

3. The amount of securities underlying the derivative securities represent the underlying Warrants but do not include the underlying Notes.

4. The Rights were distributed to each holder of the Company's Common Stock, at no charge, on a pro rata basis.

5. The price represents the cost of one (1) Unit consisting of one (1) Note and 17.5994 Warrants.

6. The securities may be deemed to be beneficially owned Bruce R. Berkowitz (the "Reporting Person") as the managing member of a registered investment adviser, which may be deemed to have beneficial ownership of the securities because it serves as the investment manager to a registered investment company and certain private funds and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Bruce R. Berkowitz By: /s/ Paul Thomson (Attorney-in-fact)	11/20/2014
	** 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).
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