Initial Statement of Beneficial Ownership (3)
March 22 2018 - 7:47PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
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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
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1. Name and Address of Reporting Person
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JPP, LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
3/20/2018
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3. Issuer Name
and
Ticker or Trading Symbol
SEARS HOLDINGS CORP [SHLD]
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(Last)
(First)
(Middle)
1170 KANE CONCOURSE, SUITE 200
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
BAY HARBOR ISLANDS, FL 33154
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Second Lien Term Loan
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3/20/2018
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7/20/2020
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Common Stock, par value $0.01 per share
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41186800
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(1)
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D
(2)
(3)
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Explanation of Responses:
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(1)
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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).
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(2)
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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.
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(3)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JPP, LLC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154
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X
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Signatures
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JPP, LLC, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Sole Member
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3/22/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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