SEC Form 4 · accession 0000919574-15-000757

SEARS HOLDINGS CORP · SHLD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bruce R Berkowitz

10% Owner

Period of report

Jan 26, 2015

Accepted (ET)

Jan 28, 2015 · 8:55 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 Shares, $.01 par value^F2	Jan 26, 2015	P	3,100	$34.43	A	25,437,373	I	See Footnote
Common Shares, $.01 par value^F2	Jan 27, 2015	P	4,400	$34.99	A	25,441,773	I	See Footnote
Common Shares, $.01 par value^F2	Jan 27, 2015	S	10,900	$34.96	D	25,430,873	I	See Footnote
Common Shares, $.01 par value^F2	Jan 28, 2015	P	10,000	$32.70	A	25,440,873	I	See Footnote
Common Shares, $.01 par value	holding	—	—		—	913,000	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants to Purchase Common Stock, par value $0.01^F2	$28.41	Jan 27, 2015	S	2,235	D	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	2,235	4,713,149	I
Warrants to Purchase Common Stock, par value $0.01	$28.41	holding	—	—	—	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	0	1,698,272	D

Explanation of responses

F1The securities are held in accounts managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person does not have any direct or indirect pecuniary interest in the managed accounts because the Reporting Person (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts.
F2The securities may be deemed to be beneficially owned by the Reporting Person as the managing member of a registered investment adviser, which may be deemed to have beneficial ownership of the securities because it serves as the investment manager to a registered investment company and certain private funds and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3The securities were held in an account managed indirectly by the Reporting Person and were sold pursuant to client instructions due to an account closure. The Reporting Person does not have any direct or indirect pecuniary interest in the managed account because the Reporting Person (i) does not receive any incentive compensation from the managed account and (ii) does not have a direct or indirect interest in the managed account.
F4The securities are held in a private fund managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the private fund except to the extent of his pecuniary interest, if any, therein.