This Amendment No. 70 to Schedule 13D (this Amendment) relates to common
shares, par value $0.01 per share (the Holdings Common Stock), of Sears Holdings Corporation, a Delaware corporation (Holdings). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and
Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), JPP II, LLC, a Delaware limited liability company (JPP II), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE
Master I, LP, a Delaware limited partnership (SPE Master I), RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Investments, Inc., a Delaware corporation (ESL), JPP, LLC, a Delaware limited liability
company (JPP), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not
defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (SEC).
Item 2. Identity and Background.
Item 2(c) is hereby amended and restated in its entirety as follows:
(c) The principal business of each of the Reporting Persons is purchasing, holding and selling securities and other financial instruments
for investment purposes. Partners is the sole member of JPP II. RBS is the general partner of Partners, SPE I and SPE Master I. ESL is the general partner of RBS. Mr. Lampert is the sole member of JPP and the Chairman, Chief Executive Officer
and Director of ESL. Mr. Lampert is also a limited partner of RBS. Mr. Lampert is also Chairman of the Board of Directors of Holdings. Each of the Reporting Persons may also serve as general partner or managing member of certain other
entities engaged in the purchasing, holding and selling of securities for investment purposes.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby amended and supplemented as follows:
In a grant of shares of Holdings Common Stock by Holdings on September 28, 2018, pursuant to the Extension Letter between Holdings
and Mr. Lampert, Mr. Lampert acquired an additional 159,574 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as consideration for serving as Chief Executive Officer, and no cash consideration
was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.
On September 29, 2018, the
Second Lien Borrowers elected to pay interest on the Second Lien Term Loan by increasing the principal amount of the Second Lien Term Loan. In connection with this election by the Second Lien Borrowers, the principal amount of the portion of the
Second Lien Term Loan held by JPP and JPP II was increased accordingly, and no cash consideration was paid by either JPP or JPP II in connection with this increase to the principal amount of the Second Lien Term Loan. As a result of the foregoing,
(i) JPP may acquire up to an additional 344,622 shares of Holdings Common Stock within 60 days upon the conversion of the Second Lien Term Loan into shares of Holdings Common Stock, and (ii) JPP II may acquire up to an additional 157,415
shares of Holdings Common Stock within 60 days upon the conversion of the Second Lien Term Loan into shares of Holdings Common Stock.
On
October 15, 2018, Holdings elected to pay interest on the Senior Secured Convertible PIK Toggle Notes
in-kind
by increasing the principal amount of the Senior Secured Convertible PIK Toggle Notes. In
connection with this election by Holdings to pay interest
in-kind,
the principal amount of the Senior Secured Convertible PIK Toggle Notes held by Partners and Mr. Lampert was increased accordingly, and
no cash consideration was paid by either Partners or Mr. Lampert in connection with this increase to the principal amount of the Senior Secured Convertible PIK Toggle Notes. As a result of the foregoing, (i) Partners may acquire up to an
additional 22,532 shares of Holdings Common Stock within 60 days upon the conversion of Senior Secured Convertible PIK Toggle Notes into shares of Holdings Common Stock, and (ii) Mr. Lampert may acquire up to an additional 114,358 shares
of Holdings Common Stock within 60 days upon the conversion of Senior Secured Convertible PIK Toggle Notes into shares of Holdings Common Stock.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On October 14, 2018, Mr. Lampert stepped down as Chief Executive Officer of Holdings. He will continue to serve as Chairman of
the Board of Directors of Holdings.
On October 15, 2018, in connection with the commencement by Holdings and certain of its
subsidiaries of voluntary petitions (the Chapter 11 Cases) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) seeking relief under Chapter 11 of Title 11 of the United States
Code (the Bankruptcy Code), ESL and/or certain affiliates of ESL have indicated an interest in supporting the Chapter 11 Cases by providing a portion of the junior debtor in possession term loan (the Junior DIP Financing)
subject to the proposed terms and conditions set forth in a term sheet (the Junior DIP Term Sheet) attached