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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SEARS ROEBUCK & CO [ S ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 01/03/2005 | 01/03/2005 | M | 19,788(1) | A | $21.64 | 128,794 | D | ||
Common Shares | 01/03/2005 | 01/03/2005 | F | 11,754(1) | D | $51.92 | 117,040 | D | ||
Common Shares | 01/03/2005 | 01/03/2005 | M | 31,111(2) | A | $31.07 | 148,151 | D | ||
Common Shares | 01/03/2005 | 01/03/2005 | F | 22,297(2) | D | $51.92 | 125,854 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Share Units | (3) | 01/03/2005 | 01/03/2005 | A | 234.6007 | (3) | (3) | Common Shares | 234.6007 | $51.6 | 52,866.7771 | D | |||
Option (Right to Buy) | $51.92 | 01/03/2005 | 01/03/2005 | A | 8,247 | 01/03/2006(4) | 02/13/2013 | Common Shares | 8,247 | (5) | 8,247 | D | |||
Option (Right to Buy) | $51.92 | 01/03/2005 | 01/03/2005 | A | 18,617 | 01/03/2006(4) | 02/01/2010 | Common Shares | 18,617 | (5) | 18,617 | D | |||
Option (Right to Buy) | $21.64 | 01/03/2005 | 01/03/2005 | M | 19,788 | 02/13/2004 | 02/13/2013 | Common Shares | 19,788 | (6) | 153,334 | D | |||
Option (Right to Buy) | $31.07 | 01/03/2005 | 01/03/2005 | M | 31,111 | 02/01/2001 | 02/01/2010 | Common Shares | 31,111 | (6) | 17,639 | D | |||
Common Share Units | (7) | 01/03/2005 | 01/03/2005 | A | 169.9936 | (7) | (7) | Common Shares | 169.9936 | $51.6 | 38,307.6396 | D |
Explanation of Responses: |
1. Mr. Lacy exercised a stock option for 19, 788 shares with reload features. He surrendered 11,754 shares to pay the exercise pric e and tax withholding obligations related to the option exercise. |
2. Mr. Lacy exercised a stock option for 31, 111 shares with reload features. He surrendered 22, 297 shares to pay the exercise pri ce and tax withholding obligations related to the option exercise. |
3. These common share units were acquired pursuant to the Sears, Roebuck and Co. Deferred Compensation Plan, as Amended and Restated to December 13, 2000 (the "Plan"). These units represent salary, annual incentive, long-term incentive and/or dividend payments deferred under the Plan, converted into units based on the market price of Sears common shares on the date of deferral and held in the non-diversifiable account of the Plan. The units are credited with amounts representing dividends on common shares, as declared, which are also converted into units. The common share units are settled in Sears common shares following seperation from service. |
4. The stock option will vest in three equal annual installments beginning 01/03/2006. |
5. Stock option reload grant |
6. Employee Stock Option grant in consideration of service as an employee. |
7. These common share units were acquired pursuant to the Sears, Roebuck and Co. Deferred Compensation Plan, as Amended and Restated to December 13, 2000 (the "Plan"). These units represent salary, annual incentive, long-term incentive and/or dividend payments deferred under the Plan and converted into units based on the market price of Sears common shares on the date of deferral. The units are credited with amounts representing dividends on common shares, as declared, which are also converted into units. The common share units are to be settled in cash, either in a lump sum or in a series of annual payments, following seperation from service. |
Remarks: |
By:/s/ Ellis A. Regenbogen as Attorney-in-Fact | 01/04/2005 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |