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)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2011
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 38,107,718 I See Footnotes (1) (2)
Common Stock, par value $0.01 per share 12/29/2011 J (3) 148,611 (3) D $0.00 (3) 9,912,449 I See Footnotes (2) (4)
Common Stock, par value $0.01 per share 12/29/2011 J (5) 148,611 (5) A $0.00 (5) 148,611 I See Footnotes (2) (6)
Common Stock, par value $0.01 per share 12/29/2011 J (7) 148,611 (7) D $0.00 (7) 0 I See Footnotes (2) (6)
Common Stock, par value $0.01 per share 10,230 I See Footnotes (2) (8)
Common Stock, par value $0.01 per share 747 I See Footnotes (2) (9)
Common Stock, par value $0.01 per share 12/29/2011 J (10) 145,998 (10) A $0.00 (10) 17,209,554 D (2) (11)
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)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

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

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

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

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

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

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. These shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), are held by ESL Partners, L.P. ("Partners").
2. This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS and Partners. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS, the sole member of CRK and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments.
3. ESL Investors, L.L.C. ("Investors") distributed these Shares on a pro rata basis to the managing member of Investors in connection with the restructuring of Investors and the termination of the managing member's pecuniary interest in the Shares held by Investors.
4. These Shares are held in an account established by the investment member of Investors.
5. RBS Partners, L.P. ("RBS"), the managing member of Investors, acquired these Shares in a pro rata distribution from Investors in connection with the restructuring of Investors and the termination of its pecuniary interest in the Shares held by Investors.
6. These Shares are held by RBS.
7. RBS distributed these Shares, which were received in connection with the termination of its pecuniary interest in the Shares held by Investors, on a pro rata basis to its partners.
8. These Shares are held by ESL Institutional Partners, L.P. ("Institutional").
9. These Shares are held by CRK Partners, LLC ("CRK").
10. These Shares were received in a pro rata distribution from RBS to its partners.
11. These Shares are held by Edward S. Lampert, and include 77,983 Shares that were originally reported as owned indirectly through a grantor retained annuity trust, which distributed the 77,983 Shares on January 3, 2012 to Mr. Lampert.
Remarks:
(see signatures of Reporting Persons as Exhibit 99.1)
/s/ Edward S. Lampert 01/03/2012
** 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).
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