FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kunkler William Charles III
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                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

222 N. LASALLE STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2018
(Street)

CHICAGO, IL 60601
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8& Senior Unsecured Convertible PIK Toggle Notes due 2019   $8.33   3/20/2018     A      $136000       3/20/2018   12/15/2019   Common Stock, par value $0.01 per share   16320     (1) $136000   D    
8% Senior Unsecured Convertible PIK Toggle Notes due 2019   $8.33   3/20/2018     A      $9000       3/20/2018   12/15/2019   Common Stock, par value $0.01 per share   1080     (2) $9000   I   By Spouse  

Explanation of Responses:
(1)  The reporting person acquired the $136,000 aggregate principal amount of 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 in exchange for $136,000 aggregate principal amount of the issuer's 8% Senior Unsecured Notes due 2019 in an issuer exchange offer.
(2)  The amount reflects the acquisition by the reporting persons spouse of the $9,000 aggregate principal amount of 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 in exchange for $9,000 aggregate principal amount of the issuer's 8% Senior Unsecured Notes due 2019 in an issuer exchange offer. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kunkler William Charles III
222 N. LASALLE STREET
SUITE 1000
CHICAGO, IL 60601
X



Signatures
/s/ Luke Valentino, as attorney-in-fact 3/22/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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