SEC Form 4 · accession 0000919574-16-012200
SEARS HOLDINGS CORP · SHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FAIRHOLME CAPITAL MANAGEMENT LLC
Director · 10% Owner
Bruce R Berkowitz
Director · 10% Owner
Period of report
Mar 23, 2016
Accepted (ET)
Mar 28, 2016 · 4:56 pm EDT
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 | Mar 23, 2016 | S | 53,400 | $15.01 | D | 26,580,148 | I | See Footnote |
| Common Shares, $.01 par valueF2 | Mar 24, 2016 | S | 46,100 | $15.12 | D | 26,534,048 | I | See Footnote |
| Common Shares, $.01 par valueF2 | Mar 28, 2016 | S | 23,500 | $14.97 | D | 26,510,548 | I | See Footnote |
| Common Shares, $.01 par valueF3 | holding | — | — | — | 16,291,673 | I | See Footnote | |
| Common Shares, $.01 par valueF4 | holding | — | — | — | 71,700 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The securities were held in an account managed by Fairholme Capital Management, LLC ("Fairholme") and were sold pursuant to client instructions. Fairholme does not have any direct or indirect pecuniary interest in the managed account because Fairholme (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 Mr. Bruce R. Berkowitz ("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 separate series of a registered investment company and certain private funds and managed accounts. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that 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.
- F3The 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. 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. Each Fund and the Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Fund 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.
- F4The reported securities are directly owned by Mr. Berkowitz.