Amendment No. 43 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 43) *

 

 

Sears Holdings Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

812350106

(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)

January 4, 2016

(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. 812350106  

 

  1.   

Names of Reporting Persons.

 

ESL Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

26,801,105 (1)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

26,801,105 (1)

   10.   

Shared Dispositive Power

 

37,012,195 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

63,813,300 (1)(2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

57.2% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,687 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.


CUSIP No. 812350106  

 

  1.   

Names of Reporting Persons.

 

SPE I Partners, LP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

150,124

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

150,124

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

150,124

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

0.1% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015.


CUSIP No. 812350106  

 

  1.   

Names of Reporting Persons.

 

SPE Master I, LP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

193,341

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

193,341

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

193,341

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

0.2% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015.


CUSIP No. 812350106  

 

  1.   

Names of Reporting Persons.

 

RBS Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

27,144,570 (1)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

27,144,570 (1)

   10.   

Shared Dispositive Power

 

37,012,195 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

64,156,765 (1)(2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

57.5% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,687 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.


CUSIP No. 812350106  

 

  1.   

Names of Reporting Persons.

 

ESL Institutional Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

0

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0%

14.  

Type of Reporting Person (See Instructions)

 

PN


CUSIP No. 812350106  

 

  1.   

Names of Reporting Persons.

 

RBS Investment Management, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

0

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0%

14.  

Type of Reporting Person (See Instructions)

 

OO


CUSIP No. 812350106  

 

  1.   

Names of Reporting Persons.

 

CRK Partners, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

0

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0%

14.  

Type of Reporting Person (See Instructions)

 

OO


CUSIP No. 812350106  

 

  1.   

Names of Reporting Persons.

 

ESL Investments, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

27,144,570 (1)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

27,144,570 (1)

   10.   

Shared Dispositive Power

 

37,012,195 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

64,156,765 (1)(2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

57.5% (3)

14.  

Type of Reporting Person (See Instructions)

 

CO

 

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,687 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.


CUSIP No. 812350106  

 

  1.   

Names of Reporting Persons.

 

Edward S. Lampert

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (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

 

64,156,765 (1)(2)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

27,144,570 (1)

   10.   

Shared Dispositive Power

 

37,012,195 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

64,156,765 (1)(2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

54.5% (3)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,687 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015, and an aggregate of 11,137,152 shares of Holdings Common Stock that may be acquired by certain of the reporting persons within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.


This Amendment No. 43 to Schedule 13D (this “Amendment”) relates to common shares, par value $0.01 per share (the “Holdings Common Stock”), of Sears Holdings Corporation, a Delaware corporation (“Holdings”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), CRK Partners, LLC, a Delaware limited liability company (“CRK LLC”), 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, 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 amended, filed with the Securities and Exchange Commission (“SEC”).

The Reporting Persons are filing this Amendment to report: (i) recent open-market purchases of shares of Holdings Common Stock by Mr. Lampert, and (ii) a distribution of Notes and Warrants on a pro rata basis to certain partners that elected in 2015 to redeem all or a portion of their interest in Partners.

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

“In grants of shares of Holdings Common Stock by Holdings on October 30, 2015, November 30, 2015 and December 31, 2015, pursuant to the Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 35,333 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as consideration for serving as Chief Executive Officer and no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.

In grants of shares of Holdings Common Stock by Holdings on October 30, 2015, November 30, 2015 and December 31, 2015, pursuant to the Seritage Awards, Mr. Lampert acquired an additional 4,450 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock pursuant to the Seritage Awards and no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.

In various open market purchases between October 1, 2015 and December 18, 2015, Mr. Lampert acquired an aggregate of 648,052 shares of Holdings Common Stock for aggregate consideration of approximately $13,089,111 (excluding commissions) using personal funds.”

 

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 statement 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 statement.

Each Reporting Person may be deemed to be a member of a group with respect to Holdings or securities of Holdings for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement 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 Holdings or otherwise with respect to Holdings or any securities of Holdings or (ii) a member of any syndicate or group with respect to Holdings or any securities of Holdings.


As of January 5, 2016, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock 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.     63,813,300  (1)(2)      57.2 % (3)      26,801,105  (2)      0        26,801,105  (2)      37,012,195  (1) 
SPE I Partners, LP     150,124        0.1     150,124        0        150,124        0   
SPE Master I, LP     193,341        0.2     193,341        0        193,341        0   
RBS Partners, L.P.     64,156,765  (1)(4)      57.5 % (5)      27,144,570  (4)      0        27,144,570  (4)      37,012,195  (1) 
ESL Institutional Partners, L.P.     0        0.0     0        0        0        0   
RBS Investment Management, L.L.C.     0  (6)      0.0     0  (6)      0        0  (6)      0   
CRK Partners, LLC     0        0.0     0        0        0        0   
ESL Investments, Inc.     64,156,765  (1)(7)      57.5 % (8)      27,144,570  (7)      0        27,144,570  (7)      37,012,195  (1) 
Edward S. Lampert     64,156,765  (1)(9)      54.5 % (10)      64,156,765  (1)(9)      0        27,144,570  (9)      37,012,195  (1) 

 

(1) This number includes 30,683,508 shares of Holdings Common Stock held by Mr. Lampert and 6,328,687 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the Warrants held by Mr. Lampert. Partners has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned 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 21,992,640 shares of Holdings Common Stock held by Partners and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners.
(3) This is based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners.
(4) This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners, SPE I and SPE Master I.
(5) This is based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners.
(6) RBSIM is the general partner of, and may be deemed to indirectly beneficially own any securities owned by, Institutional.


(7) This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. ESL is the manager of, and may be deemed to indirectly beneficially own any securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own any securities owned by, CRK LLC.
(8) This is based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015, and the 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. ESL is the manager of, and may be deemed to indirectly beneficially own any securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own any securities owned by, CRK LLC.
(9) This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, ESL.
(10) This is based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings with the SEC on December 3, 2015, the 6,328,687 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the Warrants held by Mr. Lampert and the 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants 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) Other than as set forth on Annex B hereto, 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) As a result of a pro rata distribution of Warrants and shares of Holdings Common Stock by both Institutional and CRK LLC, each of Institutional, RBSIM and CRK LLC ceased to beneficially own any Warrants or shares of Holdings Common Stock on October 2, 2015.”


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: January 5, 2016  

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
    SPE I PARTNERS, LP
    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
    SPE MASTER I, LP
    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 INSTITUTIONAL PARTNERS, L.P.
    By:   RBS Investment Management, L.L.C., as its general partner
    By:   ESL Investments, Inc., as its manager
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer


     RBS INVESTMENT MANAGEMENT, L.L.C.
     By: ESL Investments, Inc., as its manager
     By:  

/s/ Edward S. Lampert

     Name:   Edward S. Lampert
     Title:   Chief Executive Officer
     CRK PARTNERS, LLC
     By: ESL Investments, Inc., as its sole member
     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


ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SEARS HOLDINGS CORPORATION

 

Entity

  

Date of
Transaction

  

Description

of Transaction

   Shares
Acquired
    Shares
Disposed
    Price
Per Share
 

Edward S. Lampert

   11/30/2015    Grant of Shares Pursuant to a Letter between Edward S. Lampert and Holdings      11,778        $ 0   

Edward S. Lampert

   11/30/2015    Grant of Shares Pursuant to the Seritage Awards      1,483        $ 0   

Edward S. Lampert

   12/07/2015    Open Market Purchase      161,119        $ 19.9383   

Edward S. Lampert

   12/08/2015    Open Market Purchase      95,889        $ 19.9839   

Edward S. Lampert

   12/09/2015    Open Market Purchase      25,698        $ 20.1185   

Edward S. Lampert

   12/10/2015    Open Market Purchase      33,744        $ 21.207   

Edward S. Lampert

   12/11/2015    Open Market Purchase      14,854        $ 21.3986   

Edward S. Lampert

   12/14/2015    Open Market Purchase      28,331        $ 20.9370   

Edward S. Lampert

   12/15/2015    Open Market Purchase      80,097        $ 20.8573   

Edward S. Lampert

   12/16/2015    Open Market Purchase      2,300        $ 20.21   

Edward S. Lampert

   12/17/2015    Open Market Purchase      150,000        $ 19.7949   

Edward S. Lampert

   12/18/2015    Open Market Purchase      42,433        $ 19.2736   

Edward S. Lampert

   12/31/2015    Grant of Shares Pursuant to a Letter between Edward S. Lampert and Holdings      11,778        $ 0   

Edward S. Lampert

   12/31/2015    Grant of Shares Pursuant to the Seritage Awards      1,483        $ 0   

ESL Partners, L.P.

   01/04/2016    Pro Rata Distribution of Warrants to Redeeming Partners        550,857  (1)    $ 0   

RBS Partners, L.P.

   01/04/2016    Acquisition of Warrants from ESL Partners, L.P. as a result of a Pro Rata Distribution to Redeeming Partners      9,457  (1)      $ 0   

RBS Partners, L.P.

   01/04/2016    Pro Rata Distribution of Warrants to Redeeming Partners        9,457  (1)    $ 0   

 

(1) Represents shares of common stock of Sears Holdings Corporation (“Holdings Common Stock”), par value $0.01 per share, that may be acquired by the reporting person within 60 days upon the exercise of warrants entitling the holder thereof to purchase shares of Holdings Common Stock at an exercise price of $28.41 per share of Holdings Common Stock.