Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-18-032000
Date:2018-12-27
Issuer: SEARS HOLDINGS CORP (SHLD)
Original Submission Date:

Reporting Person:

LAMPERT EDWARD S
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

ESL PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

SPE I PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

SPE MASTER I, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

RBS PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Reporting Person:

ESL INVESTMENTS, INC.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.01 PER SHARE 2018-12-27 D 1,327,137 d $0.00 32,348,223 f5 direct
COMMON STOCK, PAR VALUE $0.01 PER SHARE 2018-12-27 0 $0.00 20,192,514 indirect f6
COMMON STOCK, PAR VALUE $0.01 PER SHARE 2018-12-27 0 $0.00 150,124 indirect f7
COMMON STOCK, PAR VALUE $0.01 PER SHARE 2018-12-27 0 $0.00 193,341 indirect f8
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the transaction reported herein is the rescission by edward s. lampert of all the grants of shares of common stock of sears holdings corporation (the "issuer"), par value $0.01 per share ("shares"), received by mr. lampert during the 2018 calendar year from the issuer, which were reported on form 4 filings by the reporting persons following the date of each grant, under sears holdings corporation 2013 stock plan, as amended (the "shc 2013 stock plan"). the rescission of the shares, previously granted to mr. lampert as rule 16b-3 exempt awards of shares under the shc 2013 stock plan, reported herein was for no consideration.
f2 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"), 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.
f3 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.
f4 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.
f5 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.
f6 represents shares directly beneficially owned by partners.
f7 represents shares directly beneficially owned by spe i.
f8 represents shares directly beneficially owned by spe master i.
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