SEC Form 4 · accession 0000899243-15-000836
SEARS HOLDINGS CORP · SHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RBS PARTNERS, L.P.
10% Owner
ESL PARTNERS, L.P.
10% Owner
ESL INVESTMENTS, INC.
10% Owner
Edward S Lampert
Officer — Chief Executive Officer · Director · 10% Owner
RBS INVESTMENT MANAGEMENT, L.L.C.
10% Owner
ESL INSTITUTIONAL PARTNERS, L.P.
10% Owner
CRK PARTNERS LLC
10% Owner
SPE Master I, L.P.
10% Owner
SPE I Partners, L.P.
10% Owner
Period of report
Jul 2, 2015
Accepted (ET)
Jul 7, 2015 · 8:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001310067
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3,F4,F5,F6 | Jul 2, 2015 | P$0 | 22,519 | — | A | 1,501,241 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF7,F3,F4,F5,F6,F8 | Jul 2, 2015 | P$0 | 77,337 | — | A | 1,933,413 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF9,F2,F3,F4,F5,F6 | Jul 2, 2015 | P$0 | 975,807 | — | A | 1,501,241 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF10,F3,F4,F5,F6,F8 | Jul 2, 2015 | P$0 | 1,044,043 | — | A | 1,933,413 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF3,F4,F5,F6 | holding | — | — | — | 25,560,356 | D | ||
| Common Stock, par value $0.01 per shareF3,F4,F5,F6,F11 | holding | — | — | — | 21,992,640 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF3,F4,F5,F6,F12 | holding | — | — | — | 10,230 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF3,F4,F5,F6,F13 | holding | — | — | — | 747 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 2, 2015, in satisfaction of certain liabilities of SPE I Partners, LP ("SPE I") payable to its sole general partner, RBS Partners, L.P. ("RBS"), the capital account balance of RBS was increased by an aggregate of approximately $942,370, resulting in the acquisition by RBS of an additional approximate 1.5% partnership interest in SPE I.
- F10On July 2, 2015, pursuant to the terms of the SPE Master I partnership agreement, RBS accepted all offers from those limited partners of SPE Master I which offered to sell their partnership interests to RBS for cash (based on June 30, 2015 capital account balances). These transactions allowed those limited partners of SPE Master I to sell their partnership interests to RBS for cash consideration in lieu of receiving a liquidating distribution (including Shares) in accordance with the terms of the SPE Master I partnership agreement. In connection with these transactions, RBS paid an aggregate price of approximately $33,588,943 to those limited partners of SPE Master I and thereby acquired an additional approximate 54% partnership interest in SPE Master I.
- F11Represents Shares directly beneficially owned by Partners.
- F12Represents Shares directly beneficially owned by Institutional.
- F13Represents Shares directly beneficially owned by CRK LLC.
- F2The shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), are directly beneficially owned by SPE I of which RBS is the sole general partner. Edward S. Lampert is the Chairman, Chief Executive Officer and Director of ESL Investments, Inc. ("ESL"), the sole general partner of RBS. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
- F3This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I, SPE Master I, LP ("SPE Master I"), RBS, ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL. Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC are the direct beneficial owners of the securities covered by this statement.
- F4RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. 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 RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
- F5The 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.
- F6The reporting persons may be deemed to be a member of a group with respect to 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.
- F7On July 2, 2015, in satisfaction of certain liabilities of SPE Master I payable to RBS, the capital account balance of RBS was increased by an aggregate of $3,443,380, resulting in the acquisition by RBS of an additional approximate 4% partnership interest in SPE Master I.
- F8The Shares are directly beneficially owned by SPE Master I, of which RBS is the sole general partner. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL, the sole general partner of RBS. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE Master I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
- F9On July 2, 2015, pursuant to the terms of the SPE I partnership agreement, RBS accepted all offers from those limited partners of SPE I which offered to sell their partnership interests to RBS for cash (based on June 30, 2015 capital account balances). These transactions allowed those limited partners of SPE I to sell their partnership interests to RBS for cash consideration in lieu of receiving a liquidating distribution (including Shares) in accordance with the terms of the SPE I partnership agreement. In connection with these transactions, RBS paid an aggregate price of approximately $33,178,536 to those limited partners of SPE I and thereby acquired an additional approximate 65% partnership interest in SPE I.
Remarks
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)