SEC Form 4 · accession 0000899243-15-006376
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
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 8:53 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 | Oct 1, 2015 | P | 13,387 | $22.9804 | A | 30,002,411 | D | |
| Common Stock, par value $0.01 per shareF6,F2,F3,F4,F5 | Oct 2, 2015 | J | 10,230 | $0.00 | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF8,F2,F3,F4,F5 | Oct 2, 2015 | J | 2,019 | $0.00 | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF9,F2,F3,F4,F5 | Oct 2, 2015 | J | 747 | $0.00 | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF7,F2,F3,F4,F5 | holding | — | — | — | 2,019 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF10,F2,F3,F4,F5 | holding | — | — | — | 30,009,060 | D | ||
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F11 | holding | — | — | — | 21,992,640 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F12 | holding | — | — | — | 150,124 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F13 | holding | — | — | — | 193,341 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F14,F2,F3,F4,F5,F15 | $28.41 | Oct 2, 2015 | J | 2,111 | D | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 2,343 | 0 | I |
| Warrants (right to buy)F17,F2,F3,F4,F5,F15 | $28.41 | Oct 2, 2015 | J | 417 | D | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 463 | 0 | I |
| Warrants (right to buy)F18,F2,F3,F4,F5,F15 | $28.41 | Oct 2, 2015 | J | 140 | D | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 155 | 0 | I |
| Warrants (right to buy)F16,F2,F3,F4,F5,F15 | $28.41 | holding | — | — | — | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 463 | 417 | I |
| Warrants (right to buy)F19,F2,F3,F4,F5,F15 | $28.41 | holding | — | — | — | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 6,328,785 | 5,701,521 | D |
| Warrants (right to buy)F2,F3,F4,F5,F20,F15 | $28.41 | holding | — | — | — | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 5,359,323 | 4,828,219 | I |
Explanation of responses
- F1This price represents the approximate weighted average price per share of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), of purchases that were executed at prices ranging from $22.94 to $23.00 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price.
- F10Includes Shares received by Mr. Lampert from Institutional, RBSIM and CRK LLC as a result of the Share Distributions. The acquisition of Shares by Mr. Lampert in the Share Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by Mr. Lampert in the Institutional Share Distribution from Section 16 of the Exchange Act.
- F11Represents Shares directly beneficially owned by Partners.
- F12Represents Shares directly beneficially owned by SPE I.
- F13Represents Shares directly beneficially owned by SPE Master I.
- F14Represents warrants to purchase Shares of the Issuer ("Warrants") that were distributed by Institutional on a pro rata basis to its partners (the "Institutional Warrant Distribution"). As a result of the Institutional Share Distribution and the Institutional Warrant Distribution, Institutional will no longer be a reporting person.
- F15Represents the amount of Shares that could be acquired upon the exercise of Warrants, with each Warrant entitling the holder thereof to purchase Shares at an exercise price of $28.41 per Share.
- F16Represents Warrants received by RBSIM from Institutional as a result of the Institutional Warrant Distribution. The acquisition of Warrants by RBSIM in the Institutional Warrant Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Warrants by RBSIM in the Institutional Warrant Distribution from Section 16 of the Exchange Act.
- F17Represents Warrants that were distributed by RBSIM on a pro rata basis indirectly to Mr. Lampert (the "RBSIM Warrant Distribution").
- F18Represents Warrants that were distributed by CRK LLC on a pro rata basis indirectly to Mr. Lampert (the "CRK Warrant Distribution" and, together with the Institutional Warrant Distribution and the RBSIM Warrant Distribution, the "Warrant Distributions"). As a result of the CRK Share Distribution and the CRK Warrant Distribution, CRK LLC will no longer be a reporting person.
- F19Includes Warrants received by Mr. Lampert from Institutional, RBSIM and CRK LLC as a result of the Warrant Distributions. The acquisition of Warrants by Mr. Lampert in the Warrant Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Warrants by Mr. Lampert in the Institutional Warrant Distribution from Section 16 of the Exchange Act.
- F2This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL Investments, Inc. ("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.
- F20Represents Warrants directly beneficially owned by Partners.
- F3RBS 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, both RBS and Institutional. 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.
- F4The 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.
- F5The 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.
- F6Represents Shares that were distributed by Institutional on a pro rata basis to its partners (the "Institutional Share Distribution").
- F7Represents Shares received by RBSIM from Institutional as a result of the Institutional Share Distribution. The acquisition of Shares by RBSIM in the Institutional Share Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBSIM in the Institutional Share Distribution from Section 16 of the Exchange Act.
- F8Represents Shares that were distributed by RBSIM on a pro rata basis indirectly to Mr. Lampert (the "RBSIM Share Distribution").
- F9Represents Shares that were distributed by CRK LLC on a pro rata basis indirectly to Mr. Lampert (the "CRK Share Distribution" and, together with the Institutional Share Distribution and the RBSIM Share Distribution, the "Share Distributions").
Remarks
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)