1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Fairholme Capital Management, L.L.C.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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2,774,489
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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3,900,408
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,900,408
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.6%
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IA
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Bruce R. Berkowitz
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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678,032
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6.
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SHARED VOTING POWER
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2,774,489
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7.
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SOLE DISPOSITIVE POWER
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678,032
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8.
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SHARED DISPOSITIVE POWER
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3,900,408
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,578,440
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.2%
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN, HC
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Fairholme Funds, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Maryland
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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2,774,489
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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2,774,489
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,774,489
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.5%
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IV
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Item 1.
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(a).
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Name of Issuer:
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Sears Holdings Corporation
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(b).
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Address of issuer's principal executive offices:
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3333 Beverly Road, Hoffman Estates,
IL 60179
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Item 2.
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(a).
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Name of person filing:
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Fairholme Capital Management,
L.L.C.
Bruce R. Berkowitz
Fairholme
Funds, Inc.
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(b).
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Address or principal business office or, if none, residence:
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Fairholme Capital Management, L.L.C.
2601 NE 2nd Avenue
Miami, FL 33137
Bruce R. Berkowitz
c/o Fairholme Capital Management, L.L.C.
2601 NE 2nd Avenue
Miami, FL 33137
Fairholme Funds, Inc.
c/o Fairholme Capital Management, L.L.C.
2601 NE 2nd Avenue
Miami, FL 33137
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(c).
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Citizenship:
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Fairholme Capital Management,
L.L.C. – Delaware
Bruce R. Berkowitz - United
States of America
Fairholme Funds, Inc. - Maryland
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(d).
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Title of class of securities:
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Common Shares, $.01 par value
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(e).
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CUSIP No.:
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812350106
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Item 3.
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If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b),
or (c), check whether the person filing is a
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(a)
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[_]
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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[_]
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An investment adviser in
accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan
or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[_]
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A non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
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3,900,408
Common Shares of Sears Holdings Corporation are owned, in the aggregate, by Bruce R. Berkowitz ("Mr. Berkowitz") and
various investment vehicles managed by Fairholme Capital Management, L.L.C. ("FCM") of which 2,400,591 are owned by
The Fairholme Fund and 373,898 are owned by The Fairholme Allocation Fund, each a series of Fairholme Funds, Inc. Because Mr.
Berkowitz, in his capacity as the controlling person of the sole member of FCM or as President of Fairholme Funds, Inc., has voting
or dispositive power over all shares beneficially owned by FCM, he is deemed to have beneficial ownership of all such shares so
reported herein.
While the advisory
relationship causes attribution to Mr. Berkowitz, Fairholme Funds, Inc. or FCM of certain indicia of beneficial ownership for
the limited purpose of this Schedule 13G, Mr. Berkowitz, Fairholme Funds, Inc. and FCM hereby disclaim ownership of these shares
for purposes of interpretations under the Internal Revenue Code of 1986, as amended, or for any other purpose, except to the extent
of their pecuniary interest.
Mr. Berkowitz
additionally beneficially owns 678,032 Common Shares of Sears Holding Corporation in his individual capacity.
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(a)
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Amount beneficially owned:
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Fairholme
Capital Management, L.L.C.: 3,900,408
Bruce
R. Berkowitz: 4,578,440
Fairholme Funds, Inc.: 2,774,489
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(b)
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Percent of class:
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Fairholme Capital Management,
L.L.C.: 3.6%
Bruce R. Berkowitz: 4.2%
Fairholme Funds, Inc.: 2.5%
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(c)
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Number of shares as to which Fairholme Capital Management has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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2,774,489
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,
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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,
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(iv)
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Shared power to dispose or to direct the disposition of
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3,900,408
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Number of shares as to which Bruce R. Berkowitz:
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(i)
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Sole power to vote or to direct the vote
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678,032
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(ii)
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Shared power to vote or to direct the vote
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2,774,489
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,
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(iii)
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Sole power to dispose or to direct the disposition of
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678,032
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,
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(iv)
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Shared power to dispose or to direct the disposition of
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3,900,408
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Number of shares as to which
Fairholme Funds, Inc.:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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2,774,489
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,
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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,
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(iv)
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Shared power to dispose or to direct the disposition of
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2,774,489
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Instruction: For computations regarding securities which represent
a right to acquire an underlying security see §240.13d-3(d)(1).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following [X].
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This final amendment reflects that each Reporting Person has ceased to be the
beneficial owner of more than five percent of the Common Shares of the issuer.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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If any other person is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person.
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If a parent holding company
or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company
or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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If
a group has filed this schedule pursuant to
§
240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity
of each member of the group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
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N/A
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
|
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.
|
October 19, 2018
|
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(Date)
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Fairholme Capital Management, L.L.C.
|
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By: /s/
Paul
Thomson
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Chief Compliance Officer
|
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Bruce R. Berkowitz
|
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|
|
By: /s/
Paul
Thomson
|
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(Attorney-in-fact)
|
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|
Fairholme Funds, Inc.
|
|
By: /s/
Paul
Thomson
|
|
Chief Compliance Officer
Fairholme Capital Management,
L.L.C.
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The original statement shall
be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on
behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence
of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
LIMITED POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Paul R. Thomson, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in his capacity as the controlling person of the sole
member of Fairholme Capital Management, LLC, for the sole purpose of signing on his behalf any and all Regulatory Filings under
the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements
thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by
virtue hereof. This Power of Attorney shall continue effective until revoked by me at any time.
Dated this 19th day of October, 2018.
Fairholme Capital Management, LLC
By: Fairholme Holdings, LLC, Sole
Member
By: /s/ Bruce R. Berkowitz
|
|
Bruce R. Berkowitz, Controlling Person
|
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|
|
Exhibit A
AGREEMENT
The undersigned agree that this Schedule
13G Amendment dated October 19, 2018 relating to the Common Shares, $.01 par value, of Sears Holdings Corporation, shall be filed
on behalf of the undersigned.
|
October 19, 2018
|
|
(Date)
|
|
|
|
Fairholme Capital Management, L.L.C.
|
|
|
|
By: /s/
Paul
Thomson
|
|
Chief Compliance Officer
|
|
|
|
Bruce R. Berkowitz
|
|
|
|
By: /s/
Paul
Thomson
|
|
(Attorney-in-fact)
|
|
|
|
|
|
Fairholme Funds, Inc.
|
|
By: /s/
Paul
Thomson
|
|
Chief Compliance Officer
Fairholme Capital Management,
L.L.C.
|
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