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*
LAMPERT EDWARD S

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/11/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 01/11/2010 J(1) 328,009(1) D $0(1) 10,230 I See Footnotes(2)(14)
Common Stock, par value $0.01 per share 01/11/2010 J(3) 3,633,474(3) D $0(3) 0 I See Footnotes(4)(14)
Common Stock, par value $0.01 per share 01/11/2010 J(5) 15,999(5) D $0(5) 0 I See Footnotes(6)(14)
Common Stock, par value $0.01 per share 10,059,240 I See Footnotes(7)(14)
Common Stock, par value $0.01 per share 51,976,667 I See Footnotes(8)(14)
Common Stock, par value $0.01 per share 747 I See Footnotes(9)(14)
Common Stock, par value $0.01 per share 79,150(10) I See Footnotes(11)(14)
Common Stock, par value $0.01 per share 3,825,147(12) D(13)(14)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
LAMPERT EDWARD S

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL INVESTMENTS INC

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RBS PARTNERS L P /CT

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RBS INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL INSTITUTIONAL PARTNERS LP

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ESL INVESTMENT MANAGEMENT, L.P.

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. These Shares are held by Institutional.
3. RBS Partners, L.P. ("RBS") distributed these Shares to its partners in an in-kind pro rata distribution for no consideration.
4. These Shares are held by RBS.
5. ESL Investment Management, L.P. ("ESLIM") distributed these Shares to its partners in an in-kind pro rata distribution for no consideration.
6. As a result of this distribution, ESLIM will not be a Reporting Person in future Form 4 filings.
7. These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors").
8. These Shares are held by ESL Partners, L.P. ("Partners").
9. These Shares are held by CRK Partners, LLC ("CRK").
10. These Shares were distributed by RBSIM in an in-kind pro rata distribution for no consideration.
11. These Shares are held in a grantor retained annuity trust, of which Edward S. Lampert is the trustee.
12. 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.
13. These Shares are held by Mr. Lampert.
14. 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.
Remarks:
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 01/13/2010
Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc. 01/13/2010
Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc., the general partner of RBS Partners, L.P. 01/13/2010
Adrian J. Maizey, as Chief Financial Officer of ESL Investments, Inc., the manager of RBS Investment Management, L.L.C. 01/13/2010
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. 01/13/2010
Edward S. Lampert, as managing member of ESL Investment Management (GP), L.L.C., the general partner of ESL Investment Managment, L.P. 01/13/2010
** 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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