X0306 4 2018-03-20 0 0001310067 SEARS HOLDINGS CORP SHLD 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 1 1 1 0 Chief Executive Officer 0001735109 JPP, LLC 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0000923727 ESL PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001735111 JPP II, LLC 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001553667 SPE I Partners, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001553666 SPE Master I, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0000860585 RBS PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001126396 ESL INVESTMENTS, INC. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 Common Stock, par value $0.01 per share 32558337 D Common Stock, par value $0.01 per share 20192514 I See Footnotes Common Stock, par value $0.01 per share 150124 I See Footnotes Common Stock, par value $0.01 per share 193341 I See Footnotes Warrants (right to buy) 25.686 2014-11-19 2019-12-15 Common Stock, par value $0.01 per share 6328688 5701521 D Warrants (right to buy) 25.686 2014-11-19 2019-12-15 Common Stock, par value $0.01 per share 4808465 4331951 I See Footnotes 6 5/8% Senior Secured Convertible PIK Toggle Notes 2018-03-20 4 A 0 16708000.00 A 2018-03-20 2019-10-15 Common Stock, par value $0.01 per share 3341600 16708000.00 D 6 5/8% Senior Secured Convertible PIK Toggle Notes 2018-03-20 4 A 0 3292000.00 A 2018-03-20 2019-10-15 Common Stock, par value $0.01 per share 658400 3292000.00 I See Footnotes 8% Senior Unsecured Convertible PIK Toggle Notes 2018-03-20 4 A 0 135716500.00 A 2018-03-20 2019-12-15 Common Stock, par value $0.01 per share 16285980 135716500.00 D 8% Senior Unsecured Convertible PIK Toggle Notes 2018-03-20 4 A 0 51926500.00 A 2018-03-20 2019-12-15 Common Stock, par value $0.01 per share 6231180 51926500.00 I See Footnotes Second Lien Term Loan 2018-03-20 4 A 0 205934000.00 0.00 A 2018-03-20 2020-07-20 Common Stock, par value $0.01 per share 41186800 205934000.00 I See Footnotes Second Lien Term Loan 2018-03-20 4 A 0 94066000.00 0.00 A 2018-03-20 2020-07-20 Common Stock, par value $0.01 per share 18813200 94066000.00 I See Footnotes This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement. Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (the "Issuer") or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. Represents shares of common stock of the Issuer, par value $0.01 per share ("Shares"), directly beneficially owned by Partners. Represents Shares directly beneficially owned by SPE I. Represents Shares directly beneficially owned by SPE Master I. Represents the amount of Shares that could be acquired upon the exercise of warrants to purchase Shares of the Issuer ("Warrants"), with each Warrant entitling the holder thereof to purchase 1.11 Shares at an exercise price of $25.686 per Share. Represents Warrants directly beneficially owned by Partners. The 6 5/8% Senior Secured Convertible PIK Toggle Notes due 2019 ("Senior Secured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 200 Shares per $1,000 in principal amount of such notes, or $5.00 per Share. In exchange for each $1,000 principal amount of 6 5/8% Senior Secured Notes due 2018, the Issuer issued a like principal amount of Senior Secured Convertible PIK Toggle Notes. Represents Senior Secured Convertible PIK Toggle Notes directly beneficially owned by Partners. The 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 ("Senior Unsecured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 120 Shares per $1,000 in principal amount of such notes, or approximately $8.33 per Share. In exchange for each $1,000 principal amount of 8% Senior Unsecured Notes due 2019, the Issuer issued a like principal amount of Senior Unsecured Convertible PIK Toggle Notes. Represents Senior Unsecured Convertible PIK Toggle Notes directly beneficially owned by Partners. The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of an eligible holder at a conversion rate of 200 Shares per $ 1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment). Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP. Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP II. Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith) EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 2018-03-22 JPP, LLC, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Sole Member 2018-03-22 ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2018-03-22 JPP II, LLC, By: ESL partners, L.P., Its: Sole Member, By: RBS Partners, L.P., Its: General Partner, By: ESL Investment, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2018-03-22 SPE I PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2018-03-22 SPE MASTER I, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2018-03-22 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2018-03-22 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2018-03-22