X0304 4 2012-01-09 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 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 38107718 I See Footnotes Common Stock, par value $0.01 per share 2012-01-11 4 J 0 573184 0.00 A 573184 I See Footnotes Common Stock, par value $0.01 per share 2012-01-11 4 J 0 573184 0.00 D 0 I See Footnotes Common Stock, par value $0.01 per share 10230 I See Footnotes Common Stock, par value $0.01 per share 747 I See Footnotes Common Stock, par value $0.01 per share 2012-01-09 4 P 0 4461329 29.20 A 21670883 D Common Stock, par value $0.01 per share 2012-01-09 4 P 0 214288 29.52 A 21885171 D Common Stock, par value $0.01 per share 2012-01-10 4 P 0 182900 30.40 A 22068071 D Common Stock, par value $0.01 per share 2012-01-11 4 P 0 12012 30.99 A 22080083 D Common Stock, par value $0.01 per share 2012-01-11 4 J 0 561720 0.00 A 22641803 D These shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), are held by ESL Partners, L.P. ("Partners"). This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), 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, the sole member of CRK and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. RBS Partners, L.P. ("RBS"), the managing member of ESL Investors, L.L.C. ("Investors"), acquired these Shares in a distribution from Investors in lieu of a cash payment for management fees. These Shares are held by RBS. RBS distributed these Shares, which were received in lieu of a cash payment for management fees from Investors, on a pro rata basis to its partners. These Shares are held by ESL Institutional Partners, L.P. ("Institutional"). These Shares are held by CRK Partners, LLC ("CRK"). This price represents the price per Share of private purchases from Investors. These Shares are held by Edward S. Lampert. This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $29.13 to $29.65 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $30.15 to $30.50 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. These Shares were received in a pro rata distribution from RBS to its partners. 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 2012-01-11 ESL INVESTMENTS, INC., By: /s/ Adrian J. Maizey, Chief Financial Officer 2012-01-11 RBS PARTNERS, L.P., By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer 2012-01-11 ESL PARTNERS, L.P., By: RBS Partners, L.P., as its general partner, By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer 2012-01-11