X0303 4 2010-03-01 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 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2010-03-01 4 J 0 638034 0 D 51338633 I See Footnotes Common Stock, par value $0.01 per share 10230 I See Footnotes Common Stock, par value $0.01 per share 10059240 I See Footnotes Common Stock, par value $0.01 per share 747 I See Footnotes Common Stock, par value $0.01 per share 79150 I See Footnotes Common Stock, par value $0.01 per share 3825147 D ESL Partners, L.P. ("Partners") distributed these shares of common stock, par value $0.01 per share, of Sears Holdings Corporation ("Shares") on a pro rata basis to limited partners that elected in 2009 to redeem their interests in Partners. These Shares are held by Partners. These Shares are held by ESL Institutional Partners, L.P. ("Institutional"). These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors"). These Shares are held by CRK Partners, LLC ("CRK"). These Shares are held in a grantor retained annuity trust, of which Edward S. Lampert is the trustee. These Shares are held by Mr. Lampert. This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS Partners, L.P. ("RBS") and Partners. 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 and the sole member of CRK and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. 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. Edward S. Lampert 2010-03-02 Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc. 2010-03-02 Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc., the general partner of RBS Partners, L.P. 2010-03-02 Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc., the general partner of RBS Partners, L.P., the general partner of ESL Partners, L.P. 2010-03-02