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)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR ISLANDS FL 33154

(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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2018
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 32,558,337 D(1)(2)(3)(4)
Common Stock, par value $0.01 per share 20,192,514 I See Footnotes(1)(2)(3)(4)(5)
Common Stock, par value $0.01 per share 150,124 I See Footnotes(1)(2)(3)(4)(6)
Common Stock, par value $0.01 per share 193,341 I See Footnotes(1)(2)(3)(4)(7)
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
Warrants (right to buy) $25.686 11/19/2014 12/15/2019 Common Stock, par value $0.01 per share 6,328,688(8) 5,701,521 D(1)(2)(3)(4)
Warrants (right to buy) $25.686 11/19/2014 12/15/2019 Common Stock, par value $0.01 per share 4,808,465(8) 4,331,951 I See Footnotes(1)(2)(3)(4)(9)
6 5/8% Senior Secured Convertible PIK Toggle Notes (10) 03/20/2018 A $16,708,000 03/20/2018 10/15/2019 Common Stock, par value $0.01 per share 3,341,600 (11) $16,708,000 D(1)(2)(3)(4)
6 5/8% Senior Secured Convertible PIK Toggle Notes (10) 03/20/2018 A $3,292,000 03/20/2018 10/15/2019 Common Stock, par value $0.01 per share 658,400 (11) $3,292,000 I See Footnotes(1)(2)(3)(4)(12)
8% Senior Unsecured Convertible PIK Toggle Notes (13) 03/20/2018 A $135,716,500 03/20/2018 12/15/2019 Common Stock, par value $0.01 per share 16,285,980 (14) $135,716,500 D(1)(2)(3)(4)
8% Senior Unsecured Convertible PIK Toggle Notes (13) 03/20/2018 A $51,926,500 03/20/2018 12/15/2019 Common Stock, par value $0.01 per share 6,231,180 (14) $51,926,500 I See Footnotes(1)(2)(3)(4)(15)
Second Lien Term Loan (16) 03/20/2018 A $205,934,000 03/20/2018 07/20/2020 Common Stock, par value $0.01 per share 41,186,800 $0.00 $205,934,000 I See Footnotes(1)(2)(3)(4)(17)
Second Lien Term Loan (16) 03/20/2018 A $94,066,000 03/20/2018 07/20/2020 Common Stock, par value $0.01 per share 18,813,200 $0.00 $94,066,000 I See Footnotes(1)(2)(3)(4)(18)
1. Name and Address of Reporting Person*
LAMPERT EDWARD S

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JPP, LLC

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR ISLANDS FL 33154

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

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JPP II, LLC

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPE I Partners, L.P.

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPE Master I, L.P.

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR ISLANDS FL 33154

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

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR ISLANDS FL 33154

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

(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200

(Street)
BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)
Explanation of Responses:
1. This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), 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, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.
2. Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. 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 sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.
3. 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.
4. The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.
5. Represents shares of common stock of the Issuer, par value $0.01 per share ("Shares"), directly beneficially owned by Partners.
6. Represents Shares directly beneficially owned by SPE I.
7. Represents Shares directly beneficially owned by SPE Master I.
8. Represents the amount of Shares that could be acquired upon the exercise of warrants to purchase Shares of the Issuer ("Warrants"), with each Warrant entitling the holder thereof to purchase 1.11 Shares at an exercise price of $25.686 per Share.
9. Represents Warrants directly beneficially owned by Partners.
10. The 6 5/8% Senior Secured Convertible PIK Toggle Notes due 2019 ("Senior Secured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 200 Shares per $1,000 in principal amount of such notes, or $5.00 per Share.
11. In exchange for each $1,000 principal amount of 6 5/8% Senior Secured Notes due 2018, the Issuer issued a like principal amount of Senior Secured Convertible PIK Toggle Notes.
12. Represents Senior Secured Convertible PIK Toggle Notes directly beneficially owned by Partners.
13. The 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 ("Senior Unsecured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 120 Shares per $1,000 in principal amount of such notes, or approximately $8.33 per Share.
14. In exchange for each $1,000 principal amount of 8% Senior Unsecured Notes due 2019, the Issuer issued a like principal amount of Senior Unsecured Convertible PIK Toggle Notes.
15. Represents Senior Unsecured Convertible PIK Toggle Notes directly beneficially owned by Partners.
16. The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of an eligible holder at a conversion rate of 200 Shares per $ 1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).
17. Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP.
18. Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP II.
Remarks:
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 03/22/2018
JPP, LLC, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Sole Member 03/22/2018
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 03/22/2018
JPP II, LLC, By: ESL partners, L.P., Its: Sole Member, By: RBS Partners, L.P., Its: General Partner, By: ESL Investment, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/22/2018
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 03/22/2018
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 03/22/2018
RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/22/2018
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/22/2018
** 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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