UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 54) *

Sears Holdings Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

812350106

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 13, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 54 to Schedule 13D (this “Amendment”) relates to common shares, par value $0.01 per share (the “Holdings Common Stock”), of Sears Holdings Corporation, a Delaware corporation (“Holdings”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (“SEC”).

Item 4 is hereby amended and supplemented as follows:

“On July 13, 2017, in accordance with Section 2.02 of the Amended Second Lien Credit Agreement, the ESL Lenders entered into short-term line of credit loans (the “July Line of Credit Loans”) with the Second-Lien Borrowers pursuant to the terms of those certain Line of Credit Loan Proposals, dated as of July 13, 2017 (the “Line of Credit Loan Proposals”). The July Line of Credit Loans are in an aggregate principal amount of $200 million, have a maturity of 151 days and have a fixed interest rate of 9.75% per annum. In connection with the July Line of Credit Loans, the ESL Lenders executed that certain Line of Credit Lender Joinder Agreement, dated as of July 13, 2017, by and among the ESL Lenders and the Second-Lien Borrowers (the “Line of Credit Lender Joinder Agreement”).

The foregoing descriptions of the Line of Credit Loan Proposals and the Line of Credit Lender Joinder Agreement do not purport to be complete and are qualified in their entirety by reference to, respectively, (i) the Line of Credit Loan Proposal to JPP, LLC, filed as Exhibit 99.40 hereto and the Line of Credit Loan Proposal to JPP II, LLC, filed as Exhibit 99.41 hereto and each incorporated by reference herein, and (ii) the Line of Credit Lender Joinder Agreement, filed as Exhibit 99.42 hereto and incorporated by reference herein.

Additionally, in connection with the Amended Second Lien Credit Agreement, the ESL Lenders currently expect from time to time to enter into one or more additional short-term line of credit loans (each, a “Line of Credit Loan”) with any or all of the Second-Lien Borrowers, subject to applicable borrowing base limitations, in an aggregate principal amount of up to an additional $100 million. Also, the ESL Lenders may enter into other Line of Credit Loans made to refinance all or a part of the July Line of Credit Loans (each, a “Refinancing Line of Credit Loan”). Each subsequent Line of Credit Loan that the ESL Lenders elect to provide under the Amended Second Lien Credit Agreement will (i) have a maturity date between 7 and 179 days, (ii) have an aggregate principal amount outstanding at any time of no more than $100 million (other than with regard to any Refinancing Line of Credit Loans), and (iii) have a fixed interest rate of not less than 8.25% per annum.

The July Line of Credit Loans are, and any subsequent Line of Credit Loan will be, secured on a pari passu basis with Holdings’ existing obligations under the Amended Second Lien Credit Agreement, including the $300 million of Term Loans outstanding thereunder, and its obligations under the Indenture, pursuant to which Holdings issued its 6 ⁵/₈% Senior Secured Notes due 2018. The collateral includes inventory, receivables and other related assets of Holdings and the Second-Lien Borrowers, as applicable, that will be obligated on the July Line of Credit Loans and any subsequent Line of Credit Loans. Holdings’ obligations under the July Line of Credit Loans are, and any subsequent Line of Credit Loan entered into under the Amended Second Lien Credit Agreement will be, guaranteed by all domestic subsidiaries of Holdings that guarantee Holdings’ obligations under its existing revolving credit facility.

In connection with any subsequent Line of Credit Loan, the ESL Lenders will receive a line of credit loan proposal in a form substantially similar to those entered into in connection with the July Line of Credit Loans, filed herewith as Exhibit 99.40 and Exhibit 99.41, reflecting the terms of any subsequent Line of Credit Loan.”

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to Holdings or securities of Holdings for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of Holdings or otherwise with respect to Holdings or any securities of Holdings or (ii) a member of any syndicate or group with respect to Holdings or any securities of Holdings.

As of the time of filing on July 17, 2017, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock set forth in the table below.

(c)    There have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d)     Not applicable.

(e)    Not applicable.”

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6.”

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit 99.40

LINE OF CREDIT LOAN PROPOSAL

Date: July 13th, 2017

To:    JPP, LLC as a potential Line of Credit Lender

Ladies and Gentlemen:

Reference is made to that certain Second Lien Credit Agreement, dated as of September 1, 2016, as amended by that certain First Amendment to Second Lien Credit Agreement, dated as of July 7, 2017 (as such may have been further amended, modified, supplemented or restated, the “Credit Agreement”), by and among, among others, Sears Holdings Corporation, a Delaware corporation, Sears Roebuck Acceptance Corp., a Delaware corporation (“SRAC”), and Kmart Corporation, a Michigan corporation (“Kmart”), the lenders from time to time party thereto and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator thereunder. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

In accordance with Section 2.02 of the Credit Agreement, SRAC hereby requests a Line of Credit Loan as follows:    

SRAC hereby represents and warrants as follows:

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Exhibit 99.41

LINE OF CREDIT LOAN PROPOSAL

Date: July 13th, 2017

To:    JPP II, LLC as a potential Line of Credit Lender

Ladies and Gentlemen:

Reference is made to that certain Second Lien Credit Agreement, dated as of September 1, 2016, as amended by that certain First Amendment to Second Lien Credit Agreement, dated as of July 7, 2017 (as such may have been further amended, modified, supplemented or restated, the “Credit Agreement”), by and among, among others, Sears Holdings Corporation, a Delaware corporation, Sears Roebuck Acceptance Corp., a Delaware corporation (“SRAC”), and Kmart Corporation, a Michigan corporation (“Kmart”), the lenders from time to time party thereto and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator thereunder. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

In accordance with Section 2.02 of the Credit Agreement, SRAC hereby requests a Line of Credit Loan as follows:    

SRAC hereby represents and warrants as follows:

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Exhibit 99.42

LINE OF CREDIT LENDER JOINDER AGREEMENT

This Joinder Agreement (this “Joinder”) is made as of July 13, 2017, by and among the undersigned (the “New Line of Credit Lender”), Sears Holdings Corporation, a Delaware corporation (“Holdings”), Sears Roebuck Acceptance Corp., a Delaware corporation (“SRAC”), and Kmart Corporation, a Michigan corporation (“Kmart”, and together with SRAC, the “Borrowers”), and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator under the Credit Agreement referred to below (the “Agent”), in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

W I T N E S S E T H :

NOW, THEREFORE, the parties hereto hereby agree as follows:

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the undersigned has caused this Joinder to be duly executed and delivered as of the date first set forth above.

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