X0306 4 2015-12-31 0 0001310067 SEARS HOLDINGS CORP SHLD 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 1 1 1 0 Chief Executive Officer 0000923727 ESL PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001553667 SPE I Partners, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001553666 SPE Master I, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0000860585 RBS PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001126396 ESL INVESTMENTS, INC. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 Common Stock, par value $0.01 per share 2015-12-31 4 A 0 11778 0.00 A 30682025 D Common Stock, par value $0.01 per share 2015-12-31 4 A 0 1483 0.00 A 30683508 D Common Stock, par value $0.01 per share 21992640 I See Footnotes Common Stock, par value $0.01 per share 150124 I See Footnotes Common Stock, par value $0.01 per share 193341 I See Footnotes Warrants (right to buy 25.686 2016-01-04 4 J 0 496268 0.00 D 2014-11-19 2019-12-15 Common Stock, par value $0.01 per share 550857 4331951 I See Footnotes Warrants (right to buy) 25.686 2014-11-19 2019-12-15 Common Stock, par value $0.01 per share 9457 8520 I See Footnotes Warrants (right to buy) 25.686 2016-01-04 4 J 0 8520 0.00 D 2014-11-19 2019-12-15 Common Stock, par value $0.01 per share 9457 0 I See Footnotes Warrants (right to buy) 25.686 2014-11-19 2019-12-15 Common Stock, par value $0.01 per share 6328687 5701521 D Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended (the "2013 Stock Plan"). This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. Represents Shares granted to Mr. Lampert pursuant to the 2013 Stock Plan. On June 30, 2015, the Issuer approved additional awards to holders of outstanding awards, including Mr. Lampert, under the 2013 Stock Plan. Represents Shares directly beneficially owned by Partners. Represents Shares directly beneficially owned by SPE I. Represents Shares directly beneficially owned by SPE Master I. Represents warrants to purchase Shares of the Issuer ("Warrants") that were distributed by Partners on a pro rata basis to certain partners that elected in 2015 to redeem all or a portion of their interest in Partners (the "Partners Warrant Distribution"). Represents the amount of Shares that could be acquired upon the exercise of Warrants, with each Warrant entitling the holder thereof to purchase 1.11 Shares at an exercise price of $25.686 per Share. Represents Warrants directly beneficially owned by Partners. Represents Warrants received by RBS from Partners as a result of the Partners Warrant Distribution. The acquisition of Warrants by RBS in the Partners Warrant Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Warrants by RBS in the Partners Warrant Distribution from Section 16 of the Exchange Act. Represents Warrants that were distributed by RBS on a pro rata basis to certain partners that elected in 2015 to redeem all or a portion of their indirect interest in Partners. Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith) EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 2016-01-05 ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2016-01-05 SPE I PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2016-01-05 SPE MASTER I, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2016-01-05 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2016-01-05 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2016-01-05