0000919574-16-017122.txt : 20161212 0000919574-16-017122.hdr.sgml : 20161212 20161212170845 ACCESSION NUMBER: 0000919574-16-017122 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161208 FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161212 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: 162046918 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: 162046919 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 p7360713.xml FAIRHOME/SEARS X0306 4 2016-12-08 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 2016-12-08 4 S 0 21400 12.70 D 27678148 I See Footnote Common Shares, $.01 par value 2016-12-09 4 S 0 24800 11.96 D 27653348 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 2016-12-09 4 S 0 3132 3.70 D 2014-11-18 2019-12-15 Common Stock, par value $0.01 3476 6703767 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, L.L.C. ("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 21,400 securities reported in Column 4, the amount reported in Column 5 accounts for 56,500 shares now held in an account 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 securities were held in accounts managed by Fairholme and were sold pursuant to client instructions. Fairholme does not have any direct or indirect pecuniary interest in the managed accounts because Fairholme (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts. 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 3,132 derivative securities reported in Column 5, the amount reported in Column 9 accounts for 6,986 derivative securities now held in an account 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) 2016-12-12 Bruce R. Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact 2016-12-12 EX-99 2 poa.txt 22146-0001 KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Paul R. Thomson, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall continue effective until revoked by me at any time. Dated this 3rd day of June, 2015. /s/ Bruce R. Berkowitz ---------------------------- Bruce R. Berkowitz