SEC Form 4 · accession 0000919574-15-008648

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

Dec 8, 2015

Accepted (ET)

Dec 10, 2015 · 5:46 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	Dec 8, 2015	S	10,000	$19.95	D	27,125,948	I	See Footnote
Common Shares, $.01 par value^F2	Dec 8, 2015	S	22,800	$19.95	D	27,103,148	I	See Footnote
Common Shares, $.01 par value^F2	Dec 8, 2015	P	40,000	$20.02	A	27,143,148	I	See Footnote
Common Shares, $.01 par value^F2	Dec 8, 2015	P	58,000	$20.02	A	—	I	See Footnote
Common Shares, $.01 par value^F2	Dec 9, 2015	S	11,000	$20.13	D	27,190,148	I	See Footnote
Common Shares, $.01 par value^F2	Dec 9, 2015	S	4,600	$20.58	D	27,185,548	I	See Footnote
Common Shares, $.01 par value^F2	Dec 9, 2015	P	14,000	$20.26	A	27,199,548	I	See Footnote
Common Shares, $.01 par value^F2	Dec 10, 2015	S	17,000	$22.11	D	27,182,548	I	See Footnote
Common Shares, $.01 par value^F6,F2	Dec 10, 2015	P	40,000	$21.63	A	27,211,848	I	See Footnote
Common Shares, $.01 par value	holding	—	—		—	71,700	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The reported securities were directly owned by The Fairholme Allocation Fund, a series of Fairholme Funds, Inc. (the "Allocation Fund"), managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein.
F2The 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.
F3The securities were held in an account managed indirectly by the Reporting Person and were sold pursuant to client instructions. 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 reported securities are directly owned by The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fund"), managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the Fund except to the extent of his pecuniary interest, if any, therein.
F5The securities are held in an account managed indirectly by the Reporting Person. 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.
F6In addition to the 40,000 securities reported in Column 4, the amount reported in Column 5 accounts for 10,700 shares now held in accounts over which the Reporting Person no longer has beneficial ownership.