SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

Sears Hometown and Outlet Stores, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

812362101

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 15, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 812362101

1.	Names of Reporting Persons. ESL Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With	7.	Sole Voting Power 4,771,352
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 4,771,352
	10.	Shared Dispositive Power 8,569,873

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,341,225
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 58.8% (1)
14.	Type of Reporting Person (See Instructions) PN

(1) Based upon 22,702,132 shares of Common Stock outstanding as of December 6, 2018, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2018 that was filed by the Issuer with the Securities and Exchange Commission on December 7, 2018.

CUSIP No. 812362101

1.	Names of Reporting Persons. RBS Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With	7.	Sole Voting Power 4,771,352
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 4,771,352
	10.	Shared Dispositive Power 8,569,873

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,341,225
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 58.8% (1)
14.	Type of Reporting Person (See Instructions) PN

(1) Based upon 22,702,132 shares of Common Stock outstanding as of December 6, 2018, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2018 that was filed by the Issuer with the Securities and Exchange Commission on December 7, 2018.

CUSIP No. 812362101

1.	Names of Reporting Persons. ESL Investments, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With	7.	Sole Voting Power 4,771,352
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 4,771,352
	10.	Shared Dispositive Power 8,569,873

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,341,225
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 58.8% (1)
14.	Type of Reporting Person (See Instructions) CO

(1) Based upon 22,702,132 shares of Common Stock outstanding as of December 6, 2018, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2018 that was filed by the Issuer with the Securities and Exchange Commission on December 7, 2018.

CUSIP No. 812362101

1.	Names of Reporting Persons. Edward S. Lampert
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO; PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization United States

Number of Shares   Beneficially   Owned by Each Reporting Person With	7.	Sole Voting Power 13,341,225
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 4,771,352
	10.	Shared Dispositive Power 8,569,873

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,341,225
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 58.8% (1)
14.	Type of Reporting Person (See Instructions) IN

(1) Based upon 22,702,132 shares of Common Stock outstanding as of December 6, 2018, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2018 that was filed by the Issuer with the Securities and Exchange Commission on December 7, 2018.

This Amendment No. 15 to Schedule 13D (this “Amendment No. 15”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 15 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment No. 15, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously filed with the Securities and Exchange Commission (“SEC”).

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“During the week of April 8, 2019, representatives of Transform Holdco continued to engage with representatives of the Issuer in discussions regarding a potential transaction. During the course of these discussions, representatives of the Issuer indicated that they anticipated that the Board would meet to determine to liquidate the Hometown segment of its business on April 15, 2019. On April 12, 2019, Edward S. Lampert addressed the Board to discuss his views on potential transactions between Transform Holdco and the Issuer and his opposition to any dissolution of the Hometown segment, given the risks he believed continuing as an Outlet-only business would pose to the Issuer and its stockholders. Mr. Lampert discussed potential transactions with representatives of the Issuer on April 12, 2019, but no agreement was reached regarding any potential transaction.                

On April 15, 2019, Partners and Mr. Lampert acted by written consent to remove William K. Phelan and David Robbins without cause as directors of the Issuer and to appoint Alberto Franco and John Tober as directors of the Issuer, and also amended the amended and restated bylaws of the Issuer to (i) set the size of the Board at seven members, or such other number of members as the Board may determine from time to time in the future, (ii) impose certain procedural requirements with respect to the Board’s deliberation, consideration and approval of the liquidation, sale or disposal of certain assets and lines of business or the closing of certain stores (the “Approval Procedure Bylaw”), and (iii) impose certain procedural requirements with respect to the Board’s adoption, amendment, alteration, change or repeal of the Approval Procedure Bylaw (together, the “ESL Action”). In connection with the ESL Action, ESL issued a letter to the stockholders of the Issuer and a letter to the Board explaining the rationale for the ESL Action. In the letter to the Board, ESL encouraged the Board to consider whether the Issuer should terminate its NASDAQ listing and the registration of its common stock under the Securities Exchange Act of 1934, which steps ESL believes would provide significant cost savings to the Issuer. ESL also proposed that Transform Holdco and the Issuer cooperate to reduce their collective cost structure, including by sharing technology and other operational resources.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the written consent, the letter to the Board and the letter to the Issuer’s stockholders filed as Exhibits 99.8, 99.9 and 99.10 hereto, respectively, which are incorporated by reference in their entirety into this Item 4.

The foregoing is not intended to limit the matters previously disclosed in Item 4 of this Schedule 13D.”

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of the time of filing on April 15, 2019, the Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer set forth in the table below.

REPORTING PERSON	NUMBER OF SHARES BENEFICIALLY OWNED	PERCENTAGE OF OUTSTANDING SHARES	SOLE VOTING POWER	SHARED VOTING POWER	SOLE DISPOSITIVE POWER	SHARED DISPOSITIVE POWER
ESL Partners, L.P.	13,341,225 (1)	58.8%	4,771,352	0	4,771,352	8,569,873 (1)
RBS Partners, L.P.	13,341,225 (1)(2)	58.8%	4,771,352 (2)	0	4,771,352 (2)	8,569,873 (1)
ESL Investments, Inc.	13,341,225 (1)(3)	58.8%	4,771,352 (3)	0	4,771,352 (3)	8,569,873 (1)
Edward S. Lampert	13,341,225 (1)(4)	58.8%	13,341,225 (1)(4)	0	4,771,352 (4)	8,569,873 (1)

(1) This number includes 8,569,873 shares of Common Stock held by Mr. Lampert. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities held by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.

(2) This number includes 4,771,352 shares of Common Stock held by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners.

(3) This number includes 4,771,352 shares of Common Stock held by Partners. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS.

(4) This number includes 4,771,352 shares of Common Stock held by Partners. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, ESL.

(c) There have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 of this Amendment No. 15 is incorporated by reference into this Item 6.”

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

Exhibit	Description of Exhibit
99.2	Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.2 to the Schedule 13D relating to the Common Stock of the Issuer filed on September 12, 2012 by the Reporting Persons, SPE I Partners, LP, SPE Master I, LP, ESL Institutional Partners, L.P., RBS Investment Management, L.L.C. and CRK Partners, LLC with the Securities and Exchange Commission).
99.6	Joint Filing Agreement (incorporated by reference to Exhibit 99.6 to the Schedule 13D relating to the Common Stock of the Issuer filed on January 5, 2016 by the Reporting Persons with the Securities and Exchange Commission).
99.7	Letter from Transform Holdco LLC to the Board of Directors of Sears Hometown and Outlet Stores, Inc., dated April 5, 2019 (incorporated by reference to Exhibit 99.7 to the Schedule 13D relating to the Common Stock of the Issuer filed on April 8, 2019 by the Reporting Persons with the Securities and Exchange Commission).
99.8	Action by Written Consent of Stockholders of Sears Hometown and Outlet Stores, Inc., dated April 15, 2019 (filed herewith).
99.9	Letter from ESL Investments, Inc. to the Board of Directors of Sears Hometown and Outlet Stores, Inc., dated April 15, 2019 (filed herewith).
99.10	Letter from ESL Investments, Inc. to the Stockholders of Sears Hometown and Outlet Stores, Inc., dated April 15, 2019 (filed herewith).”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 15, 2019	ESL PARTNERS, L.P.
	By: RBS Partners, L.P., as its general partner
	By: ESL Investments, Inc., as its general partner
	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer
	RBS PARTNERS, L.P.
	By: ESL Investments, Inc., as its general partner
	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer
	ESL INVESTMENTS, INC.
	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer
	EDWARD S. LAMPERT
	By:	/s/ Edward S. Lampert

EX-99.8

Exhibit 99.8

SEARS HOMETOWN AND OUTLET STORES, INC.

ACTION BY WRITTEN CONSENT OF STOCKHOLDERS

The undersigned stockholders of Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Company”), constituting the holders of a majority of the outstanding shares of common stock, par value $0.01 per share, of the Company, acting pursuant to Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) and Article I, Section 1.10 of the Amended and Restated Bylaws of the Company (the “Bylaws”), DO HEREBY CONSENT (this “Consent”) to the adoption of, and DO HEREBY ADOPT, the following resolutions:

Removal and Replacement of Certain Directors

WHEREAS, Section 141(k) of the DGCL provides in relevant part that “[a]ny director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors”;

WHEREAS, neither the Certificate of Incorporation of the Company (as amended) nor the Bylaws contain any provisions for a classified board or cumulative voting;

WHEREAS, Article II, Section 2.2 of the Bylaws currently provides in relevant part that “[a]ny director may be removed, with or without cause, from office at any time by the affirmative vote of the holders of not less than a majority of the shares of our common stock then outstanding and entitled to vote at an election of directors”;

WHEREAS, Article II, Section 2.2 of the Bylaws permits any vacancy on the board of directors of the Company to be filled by a plurality of votes cast at a meeting of stockholders;

WHEREAS, pursuant to Section 228 of the DGCL and Article I, Section 1.10 of the Bylaws, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken by written consent;

WHEREAS, it is deemed necessary and desirable to remove William K. Phelan and David Robbins as directors of the Company; and

WHEREAS, it is deemed necessary and desirable to appoint Alberto Franco and John Tober as directors of the Company.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective immediately, William K. Phelan and David Robbins are hereby removed, without cause, as directors of the Company pursuant to Section 141(k) of the DGCL and Article II, Section 2.2 of the Bylaws; and

RESOLVED, FURTHER, that Alberto Franco and John Tober are hereby appointed as directors of the Company pursuant to Article II, Section 2.2 of the Bylaws, and each such director shall hold office until the next annual meeting of the Company or until his or her successor is elected and qualified or until his or her earlier death, resignation or removal from office.

Amendment of the Bylaws

WHEREAS, Section 109(a) of the DGCL provides in relevant part that “the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote”;

WHEREAS, Article VII, Section 7.7 of the Bylaws provides in relevant part that “the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise”; and

WHEREAS, it is deemed necessary and desirable to amend the Bylaws in the manner set forth in the resolutions below.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective immediately, Article II, Section 2.1 of the Bylaws be, and hereby is, amended and restated as follows:

Section 2.1. Number; Qualifications. Subject to the certificate of incorporation, the Board of Directors shall consist of seven members or such other number as may be determined from time to time after the date hereof by resolution of the Board of Directors. Directors need not be stockholders.

RESOLVED, FURTHER, that, effective immediately, Article II of the Bylaws be, and hereby is, amended adding at the end thereof the following new provision:

Section 2.10. Liquidation, Sale or Disposition of Certain Assets and Lines of Business; Closure of Stores. In furtherance of and not in limitation of the powers conferred by statute, the Board of Directors may (a) liquidate, sell or dispose of (i) any assets of the corporation representing 20% or more of the consolidated assets of the corporation and its subsidiaries outside of the ordinary course of business, or (ii) a line of business of the corporation representing 20% or more of the consolidated net sales or net income of the corporation and its subsidiaries, including, without limitation, in the case of clauses (i) and (ii) above, any liquidation, sale or disposition of a subsidiary owning or operating any such assets or line of business, or (b) close 20% or more of the stores operating any line of business of the corporation (the actions contemplated in clauses (a)(i), (a)(ii) and (b), together or separately, in a single action or a series of actions, along with the adoption by the Board of Directors of any plan in connection with any of the actions contemplated in clauses (a)(i), (a)(ii) and (b), or the authorization, resolution, commitment (by contract or otherwise) by the Board of Directors or the corporation to engage in any of the actions contemplated in clauses (a)(i), (a)(ii) and (b), a “Liquidation Action”), only upon approval by the vote of directors specified below and in compliance with the following procedures and notice requirements: First, the directors, at any regular or special meeting, by the affirmative vote of at least

90% of directors then in office, shall adopt a resolution recommending such Liquidation Action; second, if such resolution recommending the proposed Liquidation Action is approved by the required vote, (1) the Board of Directors shall cause the corporation to make a public announcement of such approval to the stockholders of the corporation promptly after such resolution is approved and (2) the Liquidation Action may be approved by the directors at a second meeting (and not before such second meeting), held, on notice to all directors stating the purpose thereof, not earlier than 30 business days after the meeting at which the resolution recommending the Liquidation Action was passed, by the affirmative vote of at least 90% of directors then in office. Notwithstanding any other provisions of the certificate of incorporation, these bylaws, or the Delaware General Corporation Law to the contrary, this Section 2.10 may only be amended, altered or repealed (for purposes of this section only, a “Bylaw Amendment”) by the affirmative vote of at least 90% of directors then in office and in compliance with the following procedures and notice requirements: First, the directors, at any regular or special meeting, by the affirmative vote of at least 90% of directors then in office, shall adopt a resolution recommending such Bylaw Amendment; second, if such resolution recommending the proposed Bylaw Amendment is approved by the required vote, (1) the Board of Directors shall cause the corporation to make a public announcement of such approval to the stockholders of the corporation promptly after such resolution is approved and (2) the Bylaw Amendment may be approved by the directors at a second meeting (and not before such second meeting), held, on notice to all directors stating the purpose thereof, not earlier than 30 business days after the meeting at which the resolution recommending the Bylaw Amendment was passed, by the affirmative vote of at least 90% of directors then in office.

RESOLVED, FURTHER, that this Consent and the resolutions set forth herein shall be effective upon delivery to the Company in accordance with Section 228 of the DGCL and Article I, Section 1.10 of the Bylaws;

RESOLVED, FURTHER, that this Consent may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same written consent; and

RESOLVED, FURTHER, that this Consent shall be filed with the minutes of the proceedings of the stockholders of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned stockholders have executed this Consent effective as of April 15, 2019.

ESL PARTNERS, L.P.

By:	/s/ Edward S. Lampert
Name:	Edward S. Lampert
Title:	Chief Executive Officer
EDWARD S. LAMPERT
/s/ Edward S. Lampert

EX-99.9

Exhibit 99.9

ESL Investments, Inc.

1170 Kane Concourse

Bay Harbor Islands, FL 33154

April 15, 2019

Board of Directors

Sears Hometown and Outlet Stores, Inc.

5500 Trillium Blvd., Suite 501

Hoffman Estates, IL 60192

Members of the Board:

As you know, on April 5, 2019, Transform Holdco LLC (“Transform”) sent you a non-binding proposal to acquire all of the outstanding shares of Sears Hometown and Outlet Stores, Inc. (the “Company”) not already owned by ESL Investments, Inc. and its affiliates (“ESL”) for a purchase price of $2.25 per share in cash, a 23.6% premium to the volume weighted average price for the previous five trading days ($1.82) through April 5, 2019 (the “Proposal”).

Transform provided you with the Proposal after you had communicated to us that, absent a transaction, the Company’s Board of Directors (the “Board”) was likely to determine to liquidate the Company’s Hometown segment (the “Hometown Business”). As you know, ESL owns approximately 58% of the Company’s outstanding stock and strongly disagrees with any decision by the Board to liquidate the Hometown Business. We believe any such decision would significantly diminish the Company’s value and create significant risk should the Outlet segment’s recent one-year profit performance prove ephemeral.

Any decision to liquidate the Hometown Business would also negatively affect many of the Company’s other stakeholders, including the many Hometown owners and their families, who have supported the Company for more than 25 years, along with their employees and the communities that they serve. Transform emphasized that these owners have a vested interest in seeing the Hometown business remain operating and that, as a new owner, Transform would make investments, including subsidies in the short term, to preserve the network of Hometown stores and encourage these long time owners to continue to operate their businesses.

The special committee of the Board’s advisors communicated to Transform on April 7, 2019 that the special committee concluded that a transaction on the terms contemplated by Transform’s Proposal would not be in the best interests of the Company’s unaffiliated stockholders. Since that time, ESL has engaged with the Board to reconsider its plan to liquidate the Hometown Business and Transform has engaged with the special committee and its advisors to determine whether the parties could agree on terms for a negotiated transaction.

The special committee continues to request a price for a transaction that would represent an unprecedented premium to the market value of the Company’s stock. While we disagreed with the decision to operate as an Outlet-only business, Transform also proposed, at the special committee’s request, acquiring the inventory and assets associated with the Hometown Business, but these proposed terms were rejected as well.

We were informed that unless Transform reaches agreement with the Board and special committee by today, the Board was expected to vote to liquidate the Company’s Hometown Business this afternoon.

As we strongly disagreed with this decision and saw no hope of Transform reaching agreement with the special committee on a transaction given its unrealistic proposal, we decided today to replace two of the directors with individuals that we hope, together with the remaining members of the Board, will listen to the views of the Company’s stockholders and consider additional paths forward for the Company. We removed William K. Phelan and David B. Robbins and replaced them with the following individuals:

Alberto Franco

John Tober

We also have amended the Company’s bylaws today to ensure that any such decision could only be made after proper notice to stockholders and further deliberation and consideration by the Board. The bylaw amendment requires that any such decision can only be made if voted upon by the Board in two meetings at least 30 business days apart with the support of at least 90% of the directors then in office.

We encourage the Board to consider alternatives to a liquidation of the Hometown Business. We also expect that we will propose that Transform and the Company cooperate to reduce their collective cost structure, including by sharing technology and other operational resources. Any transactions between the Company and Transform should be approved by a committee of independent directors of the Board, and be on arm’s length terms. We also encourage the Board to consider whether the Company should terminate its NASDAQ listing and the registration of its common stock under the Securities Exchange Act of 1934. We believe that such steps would provide significant cost savings to the Company.

We look forward to engaging with the Board and other stockholders of the Company in evaluating the best path forward for the Company.

Best regards,

/s/ Edward S. Lampert

Edward S. Lampert

Chairman and Chief Executive Officer

ESL Investments, Inc.

EX-99.10

Exhibit 99.10

ESL Investments, Inc.

1170 Kane Concourse

Bay Harbor Islands, FL 33154

April 15, 2019

To: Stockholders of Sears Hometown and Outlet Stores, Inc.

Fellow Stockholders:

As you know, on April 5, 2019, Transform Holdco LLC (“Transform”) sent a non-binding proposal to the Board of Directors (the “Board”) of Sears Hometown and Outlet Stores, Inc. (the “Company”) to acquire all of the outstanding shares of the Company not already owned by ESL Investments, Inc. and its affiliates (“ESL”) for a purchase price of $2.25 per share in cash, a 23.6% premium to the volume weighted average price for the previous five trading days ($1.82) through April 5, 2019 (the “Proposal”).

Transform provided the Company with the Proposal after the Company had communicated to ESL that, absent a transaction, the Board was likely to determine to liquidate the Company’s Hometown segment (the “Hometown Business”). ESL owns approximately 58% of the Company’s outstanding stock and strongly disagrees with any decision by the Board to liquidate the Hometown Business. We believe any such decision would significantly diminish the Company’s value and create significant risk should the Outlet segment’s recent one-year profit performance prove ephemeral.

Any decision to liquidate the Hometown Business would also negatively affect many of the Company’s other stakeholders, including the many Hometown owners and their families, who have supported the Company for more than 25 years, along with their employees and the communities that they serve. Transform emphasized that these owners have a vested interest in seeing the Hometown business remain operating and that, as a new owner, Transform would make investments, including subsidies in the short term, to preserve the network of Hometown Stores and encourage these long time owners to continue to operate their businesses.

Despite Transform’s engagement with the Board and its special committee, the parties were unable to reach agreement on terms for a negotiated transaction. The special committee proposed a price of $9.50 per share, and we were informed that unless agreement was reached on a transaction by today, it was expected that the Board would vote to liquidate the Hometown Business by this afternoon.

As we strongly disagreed with this decision and saw no hope of Transform reaching agreement with the special committee on a transaction given its unrealistic proposal, we decided today to replace two of the directors with individuals that we hope, together with the remaining directors, will listen to the views of the Company’s stockholders and consider additional paths forward for the Company. We removed William K. Phelan and David B. Robbins and replaced them with the following individuals:

Alberto Franco

John Tober

We also have amended the Company’s bylaws today to ensure that any decision to liquidate the Hometown segment could only be made after proper notice to stockholders and further deliberation and consideration by the Board. The bylaw amendment requires that any such decision can only be made if voted upon by the Board in two meetings at least 30 business days apart with the support of at least of 90% of the directors then in office.

We encourage the Board to consider alternatives to a liquidation of the Hometown Business. We also expect that we will propose that Transform and the Company cooperate to reduce their collective cost structure, including by sharing technology and other operational resources. Any transactions between the Company and Transform would be approved by a committee of independent directors of the Board, and would be on arm’s length terms. We also encourage the Board to consider whether the Company should terminate its NASDAQ listing and the registration of its common stock under the Securities Exchange Act of 1934. We believe that such steps would provide significant cost savings to the Company.

We look forward to engaging with the Board and other stockholders of the Company in evaluating the best path forward for the Company.

Best regards,

/s/ Edward S. Lampert

Edward S. Lampert

Chairman and Chief Executive Officer

ESL Investments, Inc.