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
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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
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
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2013
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
Common Stock, par value $0.01 per share 03/04/2013 P 1,239,056 A $44.36 (1) 25,041,046 D (2) (3) (4) (5)
Common Stock, par value $0.01 per share 29,410,437 I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 1,939,872 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share 2,494,783 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share 10,230 I See Footnotes (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share 747 I See Footnotes (2) (3) (4) (5) (10)
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*
SPE I 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*
SPE Master I, 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 INSTITUTIONAL PARTNERS LP

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

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RBS INVESTMENT MANAGEMENT LLC

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

(Street)
BAY HARBOR FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRK PARTNERS LLC

(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. This price represents the price per share of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), of a private purchase by Edward S. Lampert from ESL Investors, L.L.C.
2. 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, L.L.C. ("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.
3. 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. 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.
4. 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.
5. 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.
6. Represents Shares directly beneficially owned by Partners.
7. Represents Shares directly beneficially owned by SPE I.
8. Represents Shares directly beneficially owned by SPE Master I.
9. Represents Shares directly beneficially owned by Institutional.
10. Represents Shares directly beneficially owned by CRK LLC.
Remarks:
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)
EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 03/04/2013
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 03/04/2013
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 03/04/2013
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 03/04/2013
RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/04/2013
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 03/04/2013
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 03/04/2013
CRK PARTNERS, L.L.C., By: ESL Investments, Inc., Its: Sole Member, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/04/2013
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/04/2013
** Signature of Reporting Person Date
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