SHLDQ Sears Holdings Corporation (CE)

This Amendment No. 53 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 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”).

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 May 31, 2017 and June 30, 2017, pursuant to the Extension Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 101,078 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.”

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“On July 3, 2017, the RE Loan Borrowers, entities wholly owned and controlled, directly or indirectly by Holdings, entered into, effective as of July 7, 2017, that certain Amendment to Amended and Restated Loan Facility Agreement (the “Amended and Restated Loan Facility Amendment”) with the Loan Lenders. The Amended and Restated Loan Facility Amendment, among other things, modified the repayment requirements under the Amended and Restated Loan Facility. The foregoing description of the Amended and Restated Loan Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment to Amended and Restated Loan Agreement filed as Exhibit 99.38 hereto and incorporated by reference herein.

On July 7, 2017, the Second-Lien Borrowers entered into a first amendment (the “Second Lien Amendment”) to the Second Lien Credit Agreement (as in effect prior to the Second-Lien Amendment, the “Second Lien Credit Agreement”; the Second Lien Credit Agreement, as amended by the Second Lien Amendment and as may be further amended, restated, modified or supplemented and in effect from time to time, the “Amended Second Lien Credit Agreement”), among the Second-Lien Borrowers, the lenders from time to time party thereto and JPP, LLC, as administrative agent and collateral administrator (the “Agent”).

The Second Lien Amendment, among other things, modifies the Second Lien Credit Agreement to provide an uncommitted line of credit facility pursuant to which, subject to applicable borrowing base limitations, the Second-Lien Borrowers may from time to time borrow line of credit loans (“Line of Credit Loans”) in an aggregate principal amount not to exceed $500 million at any time outstanding from lenders that are or become party to the Amended Second Lien Credit Agreement (the “Line of Credit Lenders”) on terms to be agreed. Holdings expects to use proceeds from Line of Credit Loans for general corporate purposes.

The Line of Credit Loans will be secured on a pari passu basis with Holdings’ existing obligations under the Second Lien Credit Agreement, including the $300 million of term loans outstanding thereunder (the “Term Loan”), and its obligations under that certain Indenture (the “Indenture”), dated as of October 12, 2010, by and among Holdings, Holdings subsidiaries from time to time party thereto and Wilmington Trust, National Association, as successor collateral agent (“Wilmington Trust”), pursuant to which Holdings issued its 6 5/8% Senior Secured Notes due 2018 (the “Notes”). The collateral includes inventory, receivables and other related assets of Holdings and its subsidiaries which are obligated on the Line of Credit Loans, the Term Loan and the Notes. Holdings’ obligations under the Amended Second Lien Credit Agreement are guaranteed by all domestic subsidiaries of Holdings that guarantee Holdings’ obligations under its existing revolving credit facility.

Mr. Lampert, Holdings’ Chief Executive Officer and Chairman, is the sole stockholder, chief executive officer and director of ESL, which controls the Agent. ESL has indicated that it is considering participating in the credit facility as a Line of Credit Lender, but ESL is under no obligation to do so.

The foregoing description of the Second Lien Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment to the Second Lien Credit Agreement, filed as Exhibit 99.39 and incorporated by reference herein.”

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 July 10, 2017, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock set forth in the table below.

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 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:

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.

ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SEARS HOLDINGS CORPORATION

EXHIBIT INDEX