0000919574-16-015030.txt : 20160815 0000919574-16-015030.hdr.sgml : 20160815 20160815180606 ACCESSION NUMBER: 0000919574-16-015030 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160811 FILED AS OF DATE: 20160815 DATE AS OF CHANGE: 20160815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEARS HOLDINGS CORP CENTRAL INDEX KEY: 0001310067 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 201920798 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 BUSINESS ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 847-286-2500 MAIL ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 FORMER COMPANY: FORMER CONFORMED NAME: Sears Holdings CORP DATE OF NAME CHANGE: 20041129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKOWITZ BRUCE R CENTRAL INDEX KEY: 0001214344 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 161834246 MAIL ADDRESS: STREET 1: C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. STREET 2: 4400 BISCAYNE BOULEVARD, 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAIRHOLME CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 161834247 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-358-3000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 4 1 p7236355.xml OWNERSHIP DOCUMENT X0306 4 2016-08-11 0 0001310067 SEARS HOLDINGS CORP SHLD 0001056831 FAIRHOLME CAPITAL MANAGEMENT LLC 4400 BISCAYNE BOULEVARD 9TH FLOOR MIAMI FL 33137 1 0 1 0 0001214344 BERKOWITZ BRUCE R C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR MIAMI FL 33137 1 0 1 0 Common Shares, $.01 par value 2016-08-11 4 S 0 1900 17.09 D 27767748 I See Footnote Common Shares, $.01 par value 16291673 I See Footnote Common Shares, $.01 par value 71700 D Warrants to Purchase Common Stock, par value $0.01 25.686 2016-08-11 4 S 0 299 5.49 D 2014-11-18 2019-12-15 Common Stock, par value $0.01 331 6715292 I See Footnote Warrants to Purchase Common Stock, par value $0.01 25.686 2014-11-18 2019-12-15 Common Stock, par value $0.01 0 696584 I See Footnote Warrants to Purchase Common Stock, par value $0.01 25.686 2014-11-18 2019-12-15 Common Stock, par value $0.01 0 14801 D The securities were held in an account managed by Fairholme Capital Management, LLC ("Fairholme") and were sold pursuant to client instructions. Fairholme does not have any direct or indirect pecuniary interest in the managed account because Fairholme (i) does not receive any incentive compensation from the managed account and (ii) does not have a direct or indirect interest in the managed account. In addition to the 1,900 securities reported in Column 4, the amount reported in Column 5 accounts for 22,200 shares now held in accounts over which the Reporting Persons no longer have beneficial ownership. The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz ("Mr. Berkowitz") because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to separate series of a registered investment company and certain private funds and managed accounts. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The reported securities are directly owned by The Fairholme Fund and The Fairholme Allocation Fund (each, a "Fund"), each a series of Fairholme Funds, Inc. The securities may be deemed to be beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to each Fund and certain private funds and managed accounts. Each Fund and the Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Fund and the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The reported securities are directly owned by Mr. Berkowitz. In addition to the 299 derivative securities reported in Column 5, the amount reported in Column 9 accounts for 11,192 derivative securities now held in accounts over which the Reporting Persons no longer have beneficial ownership. Fairholme Capital Management, L.L.C.,Bruce R. Berkowitz, By: /s/ Paul Thomson, (Attorney in Fact) 2016-08-15 Bruce R. Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact 2016-08-15