SEC Form 4 · accession 0000919574-15-002299
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
Feb 12, 2015
Accepted (ET)
Feb 17, 2015 · 5:28 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 valueF2,F3 | Feb 12, 2015 | P | 1,800 | $33.25 | A | 26,316,173 | I | See Footnote |
| Common Shares, $.01 par value | holding | — | — | — | 71,700 | 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 $0.01F4,F3 | $28.41 | Feb 12, 2015 | P | 1,000 | A | Nov 18, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 | 1,000 | 6,402,620 | 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 | 14,801 | D |
Explanation of responses
- F1The securities are held in a private fund managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person disclaims beneficial ownership in the private fund except to the extent of his pecuniary interest, if any, therein.
- F2The securities reported include a total of 841,300 securities held in a family partnership and a private foundation. These securities were previously reported under the Reporting Person's direct ownership. These securities were not involved in any transaction(s) reflected on this Form 4.
- F3The securities may be deemed to be beneficially owned by the Reporting Person because he controls the sole 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.
- F4The securities reported include a total of 1,683,471 securities held in a family partnership and a private foundation. These securities were previously reported under the Reporting Person's direct ownership. These securities were not involved in any transaction(s) reflected on this Form 4.