SEC FORM 4

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

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)
11/18/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share								25,239,546	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, par value $0.01 per share								21,992,640	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.01 per share								1,939,872	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Common Stock, par value $0.01 per share								2,494,783	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Common Stock, par value $0.01 per share								10,230	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Common Stock, par value $0.01 per share								747	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)⁽¹⁰⁾	$500							11/03/2014	11/18/2014	Common Stock, par value $0.01 per share	5,364,173⁽¹¹⁾		304,793⁽¹⁰⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Subscription Rights (right to buy)⁽¹⁰⁾	$500							11/03/2014	11/18/2014	Common Stock, par value $0.01 per share	4,543,601⁽¹¹⁾		258,168⁽¹⁰⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾
Subscription Rights (right to buy)⁽¹⁰⁾	$500							11/03/2014	11/18/2014	Common Stock, par value $0.01 per share	2,111⁽¹¹⁾		120⁽¹⁰⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽¹³⁾
Subscription Rights (right to buy)⁽¹⁰⁾	$500							11/03/2014	11/18/2014	Common Stock, par value $0.01 per share	140⁽¹¹⁾		8⁽¹⁰⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁴⁾
Subscription Rights (right to buy)⁽¹⁰⁾	$500	11/18/2014		X			304,793⁽¹⁰⁾	11/03/2014	11/18/2014	Common Stock, par value $0.01 per share	5,364,173⁽¹¹⁾	$0.00	0	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Subscription Rights (right to buy)⁽¹⁰⁾	$500	11/18/2014		X			258,168⁽¹⁰⁾	11/03/2014	11/18/2014	Common Stock, par value $0.01 per share	4,543,601⁽¹¹⁾	$0.00	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾
Subscription Rights (right to buy)⁽¹⁰⁾	$500	11/18/2014		X			120⁽¹⁰⁾	11/03/2014	11/18/2014	Common Stock, par value $0.01 per share	2,111⁽¹¹⁾	$0.00	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽¹³⁾
Subscription Rights (right to buy)⁽¹⁰⁾	$500	11/18/2014		X			8⁽¹⁰⁾	11/03/2014	11/18/2014	Common Stock, par value $0.01 per share	140⁽¹¹⁾	$0.00	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁴⁾
Warrants (right to buy)	$28.41	11/18/2014		X		5,700,163⁽¹⁵⁾		11/19/2014	12/15/2019	Common Stock, par value $0.01 per share	5,700,163⁽¹¹⁾	⁽¹⁶⁾	5,700,163	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Warrants (right to buy)	$28.41	11/18/2014		X		4,828,219⁽¹⁵⁾		11/19/2014	12/15/2019	Common Stock, par value $0.01 per share	4,828,219⁽¹¹⁾	⁽¹⁶⁾	4,828,219	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁷⁾
Warrants (right to buy)	$28.41	11/18/2014		X		2,111⁽¹⁸⁾		11/19/2014	12/15/2019	Common Stock, par value $0.01 per share	2,111⁽¹¹⁾	⁽¹⁶⁾	2,111	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁹⁾
Warrants (right to buy)	$28.41	11/18/2014		X		140⁽¹⁸⁾		11/19/2014	12/15/2019	Common Stock, par value $0.01 per share	140⁽¹¹⁾	⁽¹⁶⁾	140	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽²⁰⁾

1. Name and Address of Reporting Person^*

LAMPERT EDWARD S

(Last)

(First)

(Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

ESL PARTNERS, L.P.

(Last)

(First)

(Middle)

1170 KANE CONCOURSE SUITE 200

(Street)

BAY HARBOR,

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SPE I Partners, L.P.

(Last)

(First)

(Middle)

1170 KANE CONCOURSE SUITE 200

(Street)

BAY HARBOR,

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SPE Master I, L.P.

(Last)

(First)

(Middle)

1170 KANE CONCOURSE SUITE 200

(Street)

BAY HARBOR,

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBS PARTNERS, L.P.

(Last)

(First)

(Middle)

1170 KANE CONCOURSE SUITE 200

(Street)

BAY HARBOR,

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INSTITUTIONAL PARTNERS, L.P.

(Last)

(First)

(Middle)

1170 KANE CONCOURSE SUITE 200

(Street)

BAY HARBOR,

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBS INVESTMENT MANAGEMENT, L.L.C.

(Last)

(First)

(Middle)

1170 KANE CONCOURSE SUITE 200

(Street)

BAY HARBOR

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CRK PARTNERS LLC

(Last)

(First)

(Middle)

1170 KANE CONCOURSE SUITE 200

(Street)

BAY HARBOR

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INVESTMENTS, INC.

(Last)

(First)

(Middle)

1170 KANE CONCOURSE SUITE 200

(Street)

BAY HARBOR

33154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC are the direct beneficial owners of the securities covered by this statement.

2. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. 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 RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. 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 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 Sears Holdings Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), 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 Shares directly beneficially owned by Institutional.

9. Represents Shares directly beneficially owned by CRK LLC.

10. Each subscription right (each, a "Right") entitles its holder to purchase from the Issuer one unit (each, a "Unit"), at a price of $500 per Unit, which consists of (i) a 8% senior unsecured note due 2019 in the principal amount of $500 and (ii) 17.5994 warrants to purchase an equivalent number of Shares ("Warrants"). The Rights were distributed by the Issuer on a pro rata basis to its stockholders.

11. Represents the amount of Shares that could be acquired upon the exercise of Warrants, acquired in connection with the Rights offering, with each Warrant entitling the holder thereof to purchase one Share at an exercise price of $28.41 per Share.

12. Represents Rights directly beneficially owned by Partners.

13. Represents Rights directly beneficially owned by Institutional.

14. Represents Rights directly beneficially owned by CRK LLC.

15. Represents Warrants received through the exercise of the Rights and the over-subscription privileges associated with the Rights.

16. The reported securities are included within a total of 598,352 Units purchased by the reporting persons, through the exercise of their Rights and the over-subscription privileges associated with the Rights, from the Issuer at a price of $500 per Unit. The purchased Units became immediately severable into their components parts of Notes and Warrants.

17. Represents Warrants directly beneficially owned by Partners.

18. Represents Warrants received through the exercise of the Rights.

19. Represents Warrants directly beneficially owned by Institutional.

20. Represents Warrants directly beneficially owned by CRK LLC.

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	11/20/2014
	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	11/20/2014
	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	11/20/2014
	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	11/20/2014
	RBS 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	11/20/2014
	ESL INSTITUTIONAL PARTNERS, L.P., RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	11/20/2014
	RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	11/20/2014
	CRK PARTNERS, LLC, By: ESL Investments, Inc., Its: Sole Member, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	11/20/2014
	ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	11/20/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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