X0202 4 2007-08-01 0 0001310067 SEARS HOLDINGS CORP SHLD 0001183200 LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH CT 06830 1 0 1 0 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS LP ONE LAFAYETTE PLAC GREENWICH CT 06830 0 0 1 0 0000860585 RBS PARTNERS L P /CT ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0001249806 ESL INVESTORS LLC 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2007-08-01 4 J 0 523177 D 13378820 I See footnote Common Stock, par value $0.01 per share 2007-08-01 4 J 0 3411469 D 9967351 I See footnotes Common Stock, par value $0.01 per share 2007-08-01 4 J 0 3411469 A 51683151 I See footnotes Common Stock, par value $0.01 per share 3633474 I See footnote Common Stock, par value $0.01 per share 338239 I See footnote Common Stock, par value $0.01 per share 747 I See footnote Common Stock, par value $0.01 per share 15999 I See footnote ESL Investors, L.L.C. ("Investors") distributed to its managing member, RBS Partners, L.P. ("RBS"), 523,177 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") in accordance with the terms of the limited liability company operating agreement of Investors. These shares of Common Stock represent a portion of the pro rata pecuniary interest of RBS in the shares of Common Stock it manages for Investors. These shares of Common Stock were held in an account established by the investment member of Investors. These shares of Common Stock are held in an account established by the investment member of Investors. In connection with a portfolio rebalancing, 3,411,469 shares of Common Stock were transferred from an account established by the investment member of Investors to ESL Partners, L.P. ("Partners") and an aggregate amount of $466,654,843 was transferred from Partners to an account established by the investment member of Investors. This rebalancing resulted in an increased pecuniary interest in shares of Common Stock by RBS, ESL Investments, Inc. and Edward S. Lampert. These shares of Common Stock are held by Partners. These shares of Common Stock are held by RBS. These shares of Common Stock are held by ESL Institutional Partners, L.P. ("Institutional"). These shares of Common Stock are held by CRK Partners, LLC ("CRK LLC"). These shares of Common Stock are held by ESL Investment Management, L.P. ("Investment Management"). The transactions reported herein did not change the aggregate number of 65,638,961 shares of Common Stock that may be deemed to be beneficially owned by Edward S. Lampert, ESL Investments, Inc., RBS, Investors, Partners, Institutional, RBS Investment Management, LLC, CRK LLC and Investment Management. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. /s/ Edward S. Lampert 2007-08-03