FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

JPP, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/20/2018 

3. Issuer Name and Ticker or Trading Symbol

SEARS HOLDINGS CORP [SHLD]

(Last)        (First)        (Middle)

1170 KANE CONCOURSE, SUITE 200

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

BAY HARBOR ISLANDS, FL 33154       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Second Lien Term Loan   3/20/2018   7/20/2020   Common Stock, par value $0.01 per share   41186800     (1) D   (2) (3)  

Explanation of Responses:
(1)  The obligations of Sears Holdings Corporation (the "Issuer") with respect to the Second Lien Term Loan may be converted into shares of common stock of the Issuer, par value $0.01 per share ("Shares"), at the option of JPP, LLC at a conversion rate of 200 Shares per $1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).
(2)  This Form 3 is being concurrently filed with a Form 4 filing by the reporting person and certain of its affiliates that discloses and describes the acquisition of the securities covered by this statement.
(3)  The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JPP, LLC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154
X


Signatures
JPP, LLC, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Sole Member 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 5(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.