SEC Form 4 · accession 0000919574-17-002936
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 20, 2017
Accepted (ET)
Mar 22, 2017 · 6:50 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 20, 2017 | P | 6,700 | $8.99 | A | 27,989,048 | I | See Footnote |
| Common Shares, $.01 par valueF2 | Mar 21, 2017 | P | 150,000 | $9.00 | A | 28,139,048 | I | See Footnote |
| Common Shares, $.01 par valueF2 | Mar 22, 2017 | P | 376,200 | $7.87 | A | 28,515,248 | I | See Footnote |
| Common Shares, $.01 par valueF2 | Mar 22, 2017 | P | 40,000 | $7.96 | A | 28,555,248 | I | See Footnote |
| Common Shares, $.01 par valueF3,F2 | Mar 22, 2017 | P | 41,000 | $8.00 | A | 28,557,148 | I | See Footnote |
| Common Shares, $.01 par valueF4 | holding | — | — | — | 16,291,673 | I | See Footnote | |
| Common Shares, $.01 par valueF5 | 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.
- F3In addition to the 41,000 securities reported in Column 4, the amount reported in Column 5 accounts for 39,100 shares now held in accounts over which the Reporting Persons no longer have beneficial ownership.
- F4The 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.
- F5The reported securities are directly owned by Mr. Berkowitz.