SEC Form 4 · accession 0000899243-16-010955
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
SPE Master I, L.P.
10% Owner
SPE I Partners, L.P.
10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 8:01 pm EST
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 | Dec 31, 2015 | A | 11,778 | $0.00 | A | 30,682,025 | D | |
| Common Stock, par value $0.01 per shareF6,F2,F3,F4,F5 | Dec 31, 2015 | A | 1,483 | $0.00 | A | 30,683,508 | D | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F7 | holding | — | — | — | 21,992,640 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F8 | holding | — | — | — | 150,124 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F9 | 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 buyF10,F2,F3,F4,F5,F12,F11 | $25.686 | Jan 4, 2016 | J | 496,268 | D | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 550,857 | 4,331,951 | I |
| Warrants (right to buy)F14,F2,F3,F4,F5,F11 | $25.686 | Jan 4, 2016 | J | 8,520 | D | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 9,457 | 0 | I |
| Warrants (right to buy)F13,F2,F3,F4,F5,F11 | $25.686 | holding | — | — | — | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 9,457 | 8,520 | I |
| Warrants (right to buy)F2,F3,F4,F5,F11 | $25.686 | holding | — | — | — | Nov 19, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 6,328,687 | 5,701,521 | D |
Explanation of responses
- F1Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended (the "2013 Stock Plan").
- F10Represents warrants to purchase Shares of the Issuer ("Warrants") that were distributed by Partners on a pro rata basis to certain partners that elected in 2015 to redeem all or a portion of their interest in Partners (the "Partners Warrant Distribution").
- F11Represents the amount of Shares that could be acquired upon the exercise of Warrants, with each Warrant entitling the holder thereof to purchase 1.11 Shares at an exercise price of $25.686 per Share.
- F12Represents Warrants directly beneficially owned by Partners.
- F13Represents Warrants received by RBS from Partners as a result of the Partners Warrant Distribution. The acquisition of Warrants by RBS in the Partners 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 RBS in the Partners Warrant Distribution from Section 16 of the Exchange Act.
- F14Represents Warrants that were distributed by RBS on a pro rata basis to certain partners that elected in 2015 to redeem all or a portion of their indirect interest in Partners.
- 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"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.
- F3RBS 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 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 granted to Mr. Lampert pursuant to the 2013 Stock Plan. On June 30, 2015, the Issuer approved additional awards to holders of outstanding awards, including Mr. Lampert, under the 2013 Stock Plan.
- F7Represents Shares directly beneficially owned by Partners.
- F8Represents Shares directly beneficially owned by SPE I.
- F9Represents Shares directly beneficially owned by SPE Master I.
Remarks
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)