SEC Form 4 · accession 0000919574-16-010051

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 8, 2016

Accepted (ET)

Feb 10, 2016 · 5:27 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	Feb 8, 2016	P	2,100	$16.34	A	28,473,648	I	See Footnote
Common Shares, $.01 par value^F2	Feb 9, 2016	P	6,600	$15.74	A	28,480,248	I	See Footnote
Common Shares, $.01 par value^F2	Feb 9, 2016	P	50,000	$15.47	A	28,530,248	I	See Footnote
Common Shares, $.01 par value^F2	Feb 9, 2016	P	7,100	$15.71	A	28,537,348	I	See Footnote
Common Shares, $.01 par value^F2	Feb 9, 2016	P	10,200	$15.64	A	28,547,548	I	See Footnote
Common Shares, $.01 par value^F2	Feb 10, 2016	P	50,000	$15.10	A	28,597,548	I	See Footnote
Common Shares, $.01 par value^F5,F2	Feb 10, 2016	S	10,200	$15.30	D	27,994,348	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 $0.01^F6,F2	$25.686	Feb 10, 2016	S	1,865	D	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	2,070	6,819,352	I
Warrants to Purchase Common Stock, par value $0.01	$25.686	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 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 are held in accounts managed indirectly by 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.
F4The 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.
F5In addition to the 10,200 securities reported in Column 4, the amount reported in Column 5 accounts for 593,000 shares now held in accounts over which the Reporting Person no longer has beneficial ownership.
F6In addition to the 1,865 derivative securities reported in Column 5, the amount reported in Column 9 accounts for 7,303 derivative securities now held in accounts over which the Reporting Person no longer has beneficial ownership.