SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MNUCHIN STEVEN T

(Last)

(First)

(Middle)

C/O DUNE CAPITAL MANAGEMENT LP

623 FIFTH AVENUE, 30TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SEARS HOLDINGS CORP [ SHLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/14/2007		P		200	A	$137.38	200	I	Trust⁽¹⁾⁽⁷⁾
Common Shares	08/14/2007		P		200	A	$137.38	200	I	Custodial Account⁽²⁾⁽⁷⁾
Common Shares	08/14/2007		P		200	A	$137.38	200	I	Custodial Account⁽³⁾⁽⁷⁾
Common Shares	08/14/2007		P		700	A	$137.31	700	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		900	A	$137.32	1,600	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		1,700	A	$137.33	3,300	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		1,000	A	$137.34	4,300	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		46,324	A	$137.35	50,624	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		1,300	A	$137.36	51,924	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		2,101	A	$137.37	54,025	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		322	A	$137.39	54,347	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		400	A	$137.42	54,747	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		2,600	A	$137.43	57,347	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		61	A	$137.44	57,408	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		1,500	A	$137.45	58,908	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		1,814	A	$137.46	60,722	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		995	A	$137.47	61,717	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		700	A	$137.48	62,417	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		4,903	A	$137.49	67,320	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		2,416	A	$137.5	69,736	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		5,211	A	$137.55	74,947	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares	08/14/2007		P		53	A	$137.6	75,000	I	Corporation⁽⁴⁾⁽⁷⁾
Common Shares								250,000	I	LLC⁽⁵⁾⁽⁷⁾⁽⁸⁾
Common Shares								8,000	I	Trust⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Shares								8,000⁽⁷⁾⁽⁸⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reported securities were purchased for a family trust, Robert Mnuchin Trustee fbo Emma Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

2. The reported securities were purchased for a family custodial account, Heather Mnuchin as custodian for Dylan Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

3. The reported securities were purchased for a family custodial account, Heather Mnuchin as custodian for John Player Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

4. The reported securities were purchased by WTA Dune Limited, a private managed investment account controlled by Mr. Mnuchin. Mr. Mnuchin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. The reported securities are held by Dune Capital, a private investment fund controlled by Mr. Mnuchin. Mr. Mnuchin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. The reported securities are held by the Steven T. Mnuchin 2002 Family Trust, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

7. The reported securities exclude (2) 200 common shares held by the Trust fbo Michael Paul Mortara 1992, (2) 200 common shares held by the Trust fbo Matthew Peter Mortara 1992, (3) 14,800 common shares held by the Virginia Mortara 2007 Annuity Trust, and (4) 16,000 common shares held by the Mortara Trust U Article 6th. Mr. Mnuchin acts as trustee for each of these trusts and has no pecuniary interest in the holdings or transactions of such trusts.

8. The reported securities were previously reported on Form 4 filed on September 22, 2005.

Remarks:

	/s/ Steven T. Mnuchin	08/16/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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