Statement of Changes in Beneficial Ownership (4)

Date : 01/31/2019 @ 11:00AM
Source : Edgar (US Regulatory)
Stock : Sears Holdings Corp. (SHLDQ)
Quote : 0.375  0.015 (4.17%) @ 9:30PM

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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 *

LAMPERT EDWARD S
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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1170 KANE CONCOURSE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

1/28/2019
(Street)

BAY HARBOR ISLANDS, FL 33154
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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
Common Stock, par value $0.01 per share                  32348223   D   (1) (2) (3) (4)  
Common Stock, par value $0.01 per share                  20192514   I   See Footnotes   (1) (2) (3) (4) (5)
Common Stock, par value $0.01 per share                  150124   I   See Footnotes   (1) (2) (3) (4) (6)
Common Stock, par value $0.01 per share                  193341   I   See Footnotes   (1) (2) (3) (4) (7)

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
Second Lien Term Loan     (8) 1/28/2019     S         $5491573.33    3/20/2018   7/20/2020   Common Stock, par value $0.01 per share   44090532   (9)   (10) $220452658.95   (9) I   See Footnotes   (1) (2) (3) (4) (11)
Second Lien Term Loan     (8) 1/28/2019     S         $2508426.67    3/20/2018   7/20/2020   Common Stock, par value $0.01 per share   20139559   (9)   (10) $100697795.88   (9) I   See Footnotes   (1) (2) (3) (4) (12)

Explanation of Responses:
(1)  This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), 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, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.
(2)  Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. 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 sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.
(3)  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.
(4)  The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.
(5)  Represents shares of common stock of the Issuer, par value $0.01 per share ("Shares") directly beneficially owned by Partners.
(6)  Represents Shares directly beneficially owned by SPE I.
(7)  Represents Shares directly beneficially owned by SPE Master I.
(8)  The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of JPP or JPP II, as applicable, 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).
(9)  Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.
(10)  The sales reported in this statement were effected at a transaction price equal to 79.375% of the principal amount of the portion of the indebtedness outstanding under the Second Lien Term Loan that was sold in connection with this transaction.
(11)  Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP.
(12)  Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP II.

Remarks:
Exhibit 99.1 - Joint Filer Information (filed herewith)
Exhibit 99.2 - Joint Filing Agreement (filed herewith)

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

JPP, LLC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

X

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

X

JPP II, LLC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

X

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

X

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

X

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

X

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

X


Signatures
EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 1/30/2019
** Signature of Reporting Person Date

JPP, LLC, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Sole Member 1/30/2019
** Signature of Reporting Person Date

ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 1/30/2019
** Signature of Reporting Person Date

JPP II, LLC, By: ESL Partners, L.P., Its: Sole Member, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 1/30/2019
** Signature of Reporting Person Date

SPE I PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 1/30/2019
** Signature of Reporting Person Date

SPE MASTER I, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 1/30/2019
** Signature of Reporting Person Date

RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 1/30/2019
** Signature of Reporting Person Date

ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 1/30/2019
** 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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