X0303 4 2010-01-11 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 0001249797 RBS INVESTMENT MANAGEMENT LLC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249801 ESL INSTITUTIONAL PARTNERS LP 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249799 ESL INVESTMENT MANAGEMENT, L.P. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2010-01-11 4 J 0 328009 0 D 10230 I See Footnotes Common Stock, par value $0.01 per share 2010-01-11 4 J 0 3633474 0 D 0 I See Footnotes Common Stock, par value $0.01 per share 2010-01-11 4 J 0 15999 0 D 0 I See Footnotes Common Stock, par value $0.01 per share 10059240 I See Footnotes Common Stock, par value $0.01 per share 51976667 I See Footnotes Common Stock, par value $0.01 per share 747 I See Footnotes Common Stock, par value $0.01 per share 79150 I See Footnotes Common Stock, par value $0.01 per share 3825147 D ESL Institutional Partners, L.P. ("Institutional") distributed these shares of common stock, par value $0.01 per share, of Sears Holdings Corporation ("Shares") to its general partner, RBS Investment Management, L.L.C. ("RBSIM"), in an in-kind pro rata distribution for no consideration. RBSIM then distributed these Shares to its members in an in-kind pro rata distribution for no consideration. These Shares are held by Institutional. RBS Partners, L.P. ("RBS") distributed these Shares to its partners in an in-kind pro rata distribution for no consideration. These Shares are held by RBS. ESL Investment Management, L.P. ("ESLIM") distributed these Shares to its partners in an in-kind pro rata distribution for no consideration. As a result of this distribution, ESLIM will not be a Reporting Person in future Form 4 filings. These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors"). These Shares are held by ESL Partners, L.P. ("Partners"). These Shares are held by CRK Partners, LLC ("CRK"). These Shares were distributed by RBSIM in an in-kind pro rata distribution for no consideration. These Shares are held in a grantor retained annuity trust, of which Edward S. Lampert is the trustee. These Shares include 3,565,316 Shares distributed by RBS in an in-kind pro rata distribution for no consideration, 244,153 Shares distributed by RBSIM in an in-kind pro rata distribution for no consideration and 15,678 Shares distributed by ESLIM in an in-kind pro rata distribution for no consideration. As a result of these distributions, Mr. Lampert directly holds Shares in which he previously had an indirect interest. The distributions did not change Mr. Lampert's overall pecuniary interest in securities of Sears Holdings Corporation. These Shares are held by Mr. Lampert. This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS, RBSIM, Institutional and ESLIM. RBS is the general partner of Partners and the managing member of Investors. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and the sole member of CRK and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments and the managing member of the general partner of ESLIM. 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. Edward S. Lampert 2010-01-13 Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc. 2010-01-13 Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc., the general partner of RBS Partners, L.P. 2010-01-13 Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc., the manager of RBS Investment Management, L.L.C. 2010-01-13 Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc., the manager of RBS Investment Management, L.L.C., the general partner of ESL Institutional Partners, L.P. 2010-01-13 Edward S. Lampert, as managing member of ESL Investment Management (GP), L.L.C., the general partner of ESL Investment Managment, L.P. 2010-01-13