SEC Form 4 · accession 0000919574-17-007297

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

Oct 12, 2017

Accepted (ET)

Oct 13, 2017 · 7:57 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	Oct 12, 2017	J	491,064	$0.00	D	28,352,684	I	See Footnote
Common Shares, $.01 par value^F2	Oct 12, 2017	J	975,204	$0.00	D	27,377,480	I	See Footnote
Common Shares, $.01 par value^F2	Oct 12, 2017	J	975,204	$0.00	A	28,352,684	I	See Footnote
Common Shares, $.01 par value^F2	Oct 12, 2017	J	946,816	$0.00	D	27,405,868	I	See Footnote
Common Shares, $.01 par value^F5,F2	Oct 12, 2017	J	946,816	$0.00	A	27,218,418	I	See Footnote
Common Shares, $.01 par value^F7	Oct 12, 2017	J	727,816	$0.00	D	799,516	D
Common Shares, $.01 par value^F8	holding	—	—		—	16,291,673	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 $0.01^F2	$25.686	Oct 12, 2017	J	546,747	D	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	606,889	6,138,436	I
Warrants to Purchase Common Stock, par value $0.01^F2	$25.686	Oct 12, 2017	J	1,085,782	D	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	1,205,218	5,052,684	I
Warrants to Purchase Common Stock, par value $0.01^F2	$25.686	Oct 12, 2017	J	1,085,782	A	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	1,205,218	6,138,436	I
Warrants to Purchase Common Stock, par value $0.01^F2	$25.686	Oct 12, 2017	J	1,054,177	D	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	1,170,136	5,084,259	I
Warrants to Purchase Common Stock, par value $0.01^F9,F2	$25.686	Oct 12, 2017	J	1,054,177	A	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	1,170,136	5,268,558	I
Warrants to Purchase Common Stock, par value $0.01^F7	$25.686	Oct 12, 2017	J	810,345	D	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	899,482	825,146	D
Warrants to Purchase Common Stock, par value $0.01^F8	$25.686	holding	—	—	—	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	0	696,584	I

Explanation of responses

F1Represents a pro-rata in-kind distribution of Common Shares of the Issuer by a private fund managed by Fairholme Capital Management, LLC ("Fairholme") to its limited partners into accounts over which the Reporting Persons no longer have beneficial ownership. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Persons disclaim beneficial ownership in the private fund except to the extent of its pecuniary interest, if any, therein.
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.
F3Represents a pro-rata in-kind distribution of Common Shares of the Issuer by a private fund managed by Fairholme to its limited partners into accounts managed by Fairholme. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. 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. The Reporting Persons disclaim beneficial ownership in the private fund except to the extent of its pecuniary interest, if any, therein.
F4Represents a pro-rata in-kind distribution of Common Shares of the Issuer by a private fund managed by Fairholme to its limited partners into accounts managed by Fairholme. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Persons disclaim beneficial ownership in the private fund and in the accounts except to the extent of its pecuniary interest, if any, therein.
F5In addition to the 946,816 securities reported in Column 4, the amount reported in Column 5 accounts for 406,450 shares now held in accounts over which the Reporting Persons no longer have beneficial ownership.
F6Represents a pro-rata in-kind distribution of Common Shares of the Issuer by a private fund managed by Fairholme to one of Mr. Berkowitz's personal accounts. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Persons disclaim beneficial ownership in the private fund except to the extent of its pecuniary interest, if any, therein.
F7The reported securities are directly owned by Mr. Berkowitz.
F8The 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.
F9In addition to the 1,054,177 derivative securities reported in Column 5, the amount reported in Column 9 accounts for 59,533 derivative securities now held in accounts over which the Reporting Persons no longer have beneficial ownership.