SEC Form 3 · accession 0000919574-16-011407
SEARS HOLDINGS CORP · SHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 24, 2016
Accepted (ET)
Feb 25, 2016 · 5:06 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 valueF1 | holding | — | — | — | 16,291,673 | D | ||
| Common Shares, $.01 par valueF2 | holding | — | — | — | 27,184,648 | I | See Footnote |
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 $0.01F1 | $25.686 | holding | — | — | — | Nov 18, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 | 773,208 | — | D |
| Warrants to Purchase Common Stock, par value $0.01F2 | $25.686 | holding | — | — | — | Nov 18, 2014 | Dec 15, 2019 | Common Stock, par value $0.01 | 5,697,254 | — | I |
Explanation of responses
- F1The reported securities are directly owned by The Fairholme Fund and The Fairholme Allocation Fund (each, a "Fund"), each a series of Fairholme Funds, Inc. The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz ("Mr. Berkowitz") because he controls the sole member of Fairholme Capital Management, LLC ("Fairholme"), which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to each Fund and certain private funds and managed accounts. Mr. Berkowitz and the Reporting Persons disclaim beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that Mr. Berkowitz and the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2The securities may be deemed to be beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to each Fund and certain private funds and managed accounts. Mr. Berkowitz and the Reporting Persons disclaim beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that Mr. Berkowitz and the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.