SEC Form 4 · accession 0000919574-15-008802
SEARS HOLDINGS CORP · SHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Bruce R Berkowitz
10% Owner
Period of report
Dec 21, 2015
Accepted (ET)
Dec 23, 2015 · 4:33 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 | Dec 21, 2015 | P | 19,400 | $19.42 | A | 27,463,948 | I | See Footnote |
| Common Shares, $.01 par valueF2 | Dec 21, 2015 | S | 19,100 | $19.51 | D | 27,444,848 | I | See Footnote |
| Common Shares, $.01 par valueF2 | Dec 22, 2015 | S | 20,000 | $20.47 | D | 27,424,848 | I | See Footnote |
| Common Shares, $.01 par value | holding | — | — | — | 71,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The securities are held in an account 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 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.
- 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 were directly owned by The Fairholme Allocation Fund, a series of Fairholme Funds, Inc. (the "Allocation Fund"), managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein.