SEC Form 4 · accession 0000919574-16-013478

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

May 27, 2016

Accepted (ET)

Jun 1, 2016 · 5:27 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 value^F2	May 27, 2016	P	270,600	$13.30	A	26,772,348	I	See Footnote
Common Shares, $.01 par value^F2	May 31, 2016	P	6,700	$13.17	A	26,779,048	I	See Footnote
Common Shares, $.01 par value^F2	May 31, 2016	P	11,500	$13.20	A	26,790,548	I	See Footnote
Common Shares, $.01 par value^F2	May 31, 2016	P	182,000	$13.27	A	26,972,548	I	See Footnote
Common Shares, $.01 par value^F2	Jun 1, 2016	P	280,000	$12.62	A	27,252,548	I	See Footnote
Common Shares, $.01 par value^F2	Jun 1, 2016	P	8,900	$12.51	A	27,261,448	I	See Footnote
Common Shares, $.01 par value^F2	Jun 1, 2016	P	3,400	$12.51	A	27,264,848	I	See Footnote
Common Shares, $.01 par value^F4,F2	Jun 1, 2016	P	14,900	$12.48	A	27,239,948	I	See Footnote
Common Shares, $.01 par value^F5	holding	—	—		—	16,291,673	I	See Footnote
Common Shares, $.01 par value^F6	holding	—	—		—	71,700	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The securities are held in accounts managed by Fairholme Capital Management, LLC ("Fairholme"). Fairholme does not have any direct or indirect pecuniary interest in the managed accounts because Fairholme (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.
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 securities are held in an account managed by Fairholme. 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.
F4In addition to the 14,900 securities reported in Column 4, the amount reported in Column 5 accounts for 39,800 shares now held in accounts over which the Reporting Persons no longer have beneficial ownership.
F5The 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.
F6The reported securities are directly owned by Mr. Berkowitz.