SEC Form 4 · accession 0000919574-16-017122

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

Dec 8, 2016

Accepted (ET)

Dec 12, 2016 · 5:08 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,F3	Dec 8, 2016	S	21,400	$12.70	D	27,678,148	I	See Footnote
Common Shares, $.01 par value^F3	Dec 9, 2016	S	24,800	$11.96	D	27,653,348	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

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^F7,F3	$25.686	Dec 9, 2016	S	3,132	D	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	3,476	6,703,767	I
Warrants to Purchase Common Stock, par value $0.01^F5	$25.686	holding	—	—	—	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	0	696,584	I
Warrants to Purchase Common Stock, par value $0.01^F6	$25.686	holding	—	—	—	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	0	14,801	D

Explanation of responses

F1The securities were held in an account managed by Fairholme Capital Management, L.L.C. ("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.
F2In addition to the 21,400 securities reported in Column 4, the amount reported in Column 5 accounts for 56,500 shares now held in an account over which the Reporting Persons no longer have beneficial ownership.
F3The 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.
F4The securities were held in accounts managed by Fairholme and were sold pursuant to client instructions. 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.
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.
F7In addition to the 3,132 derivative securities reported in Column 5, the amount reported in Column 9 accounts for 6,986 derivative securities now held in an account over which the Reporting Persons no longer have beneficial ownership.