X0303 4 2008-09-26 0001310067 SEARS HOLDINGS CORP SHLD 0001183200 LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS LP 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249806 ESL INVESTORS LLC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2008-09-26 5 J 0 290087 A 51973408 I See Footnotes Common Stock, par value $0.01 per share 2008-10-15 5 J 0 3259 A 51976667 I See Footnotes Common Stock, par value $0.01 per share 2008-09-26 5 J 0 90815 A 10058219 I See Footnotes Common Stock, par value $0.01 per share 2008-10-15 5 J 0 1021 A 10059240 I See Footnotes Common Stock, par value $0.01 per share 338239 I See Footnotes Common Stock, par value $0.01 per share 747 I See Footnotes Common Stock, par value $0.01 per share 3633474 I See Footnotes Common Stock, par value $0.01 per share 15999 I See Footnotes These shares of common stock, par value $0.01 per share ("Shares"), of Sears Holding Corporation (the "Issuer") were distributed by the Issuer on account of previously reported trade vendor/lease rejection claims (and participations in such claims) held with respect to Kmart Corporation. Pursuant to Kmart Corporation's Plan of Reorganization, ESL Partners, L.P. ("Partners") and an account established by the investment member of ESL Investors, L.L.C. ("Investors") (or one or more of their affiliates) have in the past received shares of common stock of Kmart Holding Corporation (the predecessor to the Issuer) and Shares of the Issuer. Partners and an account established by the investment member of Investors (or one or more of their affiliates) may in the future receive Shares on account of these same trade vendor/lease rejection claims as all trade vendor/lease rejection claims held by all persons continue to be reconciled. These Shares are held by Partners. These Shares are held in an account established by the investment member of Investors. These Shares are held by ESL Institutional Partners, L.P. ("Institutional"). These Shares are held by CRK Partners, LLC ("CRK LLC"). These Shares are held by RBS Partners, L.P. ("RBS"). These Shares are held by ESL Investment Management, L.P. ("Investment Management"). This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS, Partners and Investors. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS, the sole member of CRK LLC, the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments and the managing member of the general partner of 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 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 (See signatures of Reporting Persons as Exhibit 99.1) 2008-10-16