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
Sears Hometown & Outlet Stores, Inc. [ SHOS ]
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)
10/08/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/10/2012
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 10/08/2012 X 5,358,866 A $15 5,358,866 D (1) (2) (3)
Common Stock 10/08/2012 X 8,071,519 A $15 8,071,519 (4) I See Footnotes (1) (2) (3)
Common Stock 10/08/2012 X 442,928 A $15 442,928 (5) I See Footnotes (1) (2) (3)
Common Stock 10/08/2012 X 569,630 A $15 569,630 (6) I See Footnotes (1) (2) (3)
Common Stock 10/08/2012 X 2,336 A $15 2,336 (7) I See Footnotes (1) (2) (3)
Common Stock 10/08/2012 X 170 A $15 170 (8) I See Footnotes (1) (2) (3)
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
Subscription Rights (right to buy) $3.27 (9) 10/08/2012 X 23,469,942 09/11/2012 10/08/2012 Common Stock 5,358,866 $0 0 D (1) (2) (3)
Subscription Rights (right to buy) $3.27 (9) 10/08/2012 X 35,350,398 09/11/2012 10/08/2012 Common Stock 8,071,519 (4) $0 0 I See Footnotes (1) (2) (3)
Subscription Rights (right to buy) $3.27 (9) 10/08/2012 X 1,939,872 09/11/2012 10/08/2012 Common Stock 442,928 (5) $0 0 I See Footnotes (1) (2) (3)
Subscription Rights (right to buy) $3.27 (9) 10/08/2012 X 2,494,783 09/11/2012 10/08/2012 Common Stock 569,630 (6) $0 0 I See Footnotes (1) (2) (3)
Subscription Rights (right to buy) $3.27 (9) 10/08/2012 X 10,230 09/11/2012 10/08/2012 Common Stock 2,336 (7) $0 0 I See Footnotes (1) (2) (3)
Subscription Rights (right to buy) $3.27 (9) 10/08/2012 X 747 09/11/2012 10/08/2012 Common Stock 170 (8) $0 0 I See Footnotes (1) (2) (3)
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 statement is jointly filed by and on behalf of each of Edward S. 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. RBS is the general partner of each of Partners, SPE I and SPE Master I and may be deemed to beneficially own securities owned by Partners, SPE I and SPE Master I. RBSIM is the general partner of Institutional 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 ESL and may be deemed to beneficially own securities owned by ESL.
2. 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.
3. 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.
4. Represents shares of common stock of the issuer received pursuant to the exercise of basic subscription rights and the over-subscription privilege associated with the basic subscription rights by Partners.
5. Represents shares of common stock of the issuer received pursuant to the exercise of basic subscription rights and the over-subscription privilege associated with the basic subscription rights by SPE I.
6. Represents shares of common stock of the issuer received pursuant to the exercise of basic subscription rights and the over-subscription privilege associated with the basic subscription rights by SPE Master I.
7. Represents shares of common stock of the issuer received pursuant to the exercise of basic subscription rights and the over-subscription privilege associated with the basic subscription rights by Institutional.
8. Represents shares of common stock of the issuer received pursuant to the exercise of basic subscription rights and the over-subscription privilege associated with the basic subscription rights by CRK LLC.
9. Represents the exercise of basic subscription rights and the over-subscription privilege associated with the basic subscription rights at a price of $15.00 per whole share of common stock of the issuer. Each basic subscription right entitled its holder to purchase from Sears Holdings Corporation 0.218091 of a share of common stock of the issuer.
Remarks:
Exhibit Index Exhibit 99.1 - Joint Filer Information (furnished herewith) Exhibit 99.2 - Joint Filing Agreement (furnished herewith)
EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 10/11/2012
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 10/11/2012
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 10/11/2012
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 10/11/2012
RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 10/11/2012
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 10/11/2012
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 10/11/2012
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 10/11/2012
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 10/11/2012
** 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.