0000919574-18-000297.txt : 20180110 0000919574-18-000297.hdr.sgml : 20180110 20180110180006 ACCESSION NUMBER: 0000919574-18-000297 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180108 FILED AS OF DATE: 20180110 DATE AS OF CHANGE: 20180110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKOWITZ BRUCE R CENTRAL INDEX KEY: 0001214344 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 18522348 MAIL ADDRESS: STREET 1: C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. STREET 2: 4400 BISCAYNE BOULEVARD, 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEARS HOLDINGS CORP CENTRAL INDEX KEY: 0001310067 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 201920798 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 BUSINESS ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 847-286-2500 MAIL ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 FORMER COMPANY: FORMER CONFORMED NAME: Sears Holdings CORP DATE OF NAME CHANGE: 20041129 4 1 p7789509.xml OWNERSHIP DOCUMENT X0306 4 2018-01-08 0 0001310067 SEARS HOLDINGS CORP SHLD 0001214344 BERKOWITZ BRUCE R C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR MIAMI FL 33137 0 0 1 0 Common Shares, $.01 par value 2018-01-08 4 S 0 415700 3.43 D 23834164 I See Footnote Common Shares, $.01 par value 2018-01-09 4 S 0 355200 3.33 D 23478964 I See Footnote Common Shares, $.01 par value 2018-01-10 4 S 0 1441500 3.31 D 21060985 I See Footnote Common Shares, $.01 par value 799516 D Warrants to Purchase Common Stock, par value $0.01 25.686 2014-11-18 2019-12-15 Common Stock, par value $0.01 0 5003482 I See Footnote Warrants to Purchase Common Stock, par value $0.01 25.686 2014-11-18 2019-12-15 Common Stock, par value $0.01 0 825146 D The reported securities were directly owned by The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fairholme Fund"), managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person disclaims beneficial ownership in the Fairholme Fund except to the extent of his pecuniary interest, if any, therein. The securities may be deemed to be beneficially owned by the Reporting Person because he controls the sole member of a registered investment adviser, which may be deemed to have beneficial ownership of the securities because it serves as the investment manager to separate series of a registered investment company and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. In addition to the 1,441,500 securities reported in Column 4, the amount reported in Column 5 accounts for 976,479 shares now held in accounts over which the Reporting Person no longer has beneficial ownership. The amount reported in Column 9 accounts for 112,205 derivative securities now held in accounts over which the Reporting Person no longer has beneficial ownership. Bruce Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact 2018-01-10 EX-99 2 poa.txt KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Paul R. Thomson, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall continue effective until revoked by me at any time. Dated this 3rd day of June, 2015. /s/ Bruce R. Berkowitz ---------------------------- Bruce R. Berkowitz