X0303 4 2009-05-04 1 0001310067 SEARS HOLDINGS CORP SHLD 0000925183 PERRY RICHARD C C/O PERRY CORP 767 FIFTH AVENUE, 19TH FLOOR NEW YORK NY 10153 1 0 0 0 Common Stock, par value $0.01 per share 161216 I By Perry Partners, L.P. Common Stock, par value $0.01 per share 838784 I By Perry Partners International, Inc. The reporting person ceased to be a director as of May 4, 2009 and no transactions have occurred since the date of the reporting person's most recent Form 4 filed with the SEC. The managing general partner of Perry Partners, L.P. is Perry Corp., of which Mr. Perry is the President and sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to shares held by Perry Partners, L.P. Each of Mr. Perry and Perry Corp. disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that either Mr. Perry or Perry Corp. is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose. The investment manager of Perry Partners International, Inc. is Perry Corp., of which Mr. Perry is the President and sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to shares held by Perry Partners International, Inc. Each of Mr. Perry and Perry Corp. disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that either Mr. Perry or Perry Corp. is the beneficial owner of the shares for the purposes of Section 16 of the Exchange Act or for any other purpose. /s/ Richard C. Perry 2009-05-06