0000919574-17-002864.txt : 20170317
0000919574-17-002864.hdr.sgml : 20170317
20170317172245
ACCESSION NUMBER: 0000919574-17-002864
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170315
FILED AS OF DATE: 20170317
DATE AS OF CHANGE: 20170317
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: 17699107
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: 17699108
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
p7440612.xml
OWNERSHIP DOCUMENT
X0306
4
2017-03-15
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
2017-03-15
4
P
0
79200
8.75
A
27839448
I
See Footnote
Common Shares, $.01 par value
2017-03-16
4
P
0
64500
8.76
A
27903948
I
See Footnote
Common Shares, $.01 par value
2017-03-17
4
P
0
78400
8.86
A
27982348
I
See Footnote
Common Shares, $.01 par value
16291673
I
See Footnote
Common Shares, $.01 par value
71700
D
The securities are held in accounts managed by Fairholme Capital Management, LLC ("Fairholme"). 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 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.
Fairholme Capital Management, L.L.C.,Bruce R. Berkowitz, By: /s/ Paul Thomson, (Attorney in Fact)
2017-03-17
Bruce R. Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact
2017-03-17
EX-99
2
poa.txt
POA
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