SEC Form 4 · accession 0000919574-17-008236

SEARS HOLDINGS CORP · SHLD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bruce R Berkowitz

10% Owner

Period of report

Nov 14, 2017

Accepted (ET)

Nov 16, 2017 · 4:59 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	Nov 14, 2017	S	398,900	$3.85	D	24,312,964	I	See Footnote
Common Shares, $.01 par value^F2	Nov 14, 2017	S	63,100	$3.85	D	24,249,864	I	See Footnote
Common Shares, $.01 par value^F2	Nov 14, 2017	J	248,782	$0.00	D	24,001,082	I	See Footnote
Common Shares, $.01 par value^F2	Nov 14, 2017	J	248,782	$0.00	A	24,249,864	I	See Footnote
Common Shares, $.01 par value^F2	Nov 14, 2017	J	255,502	$0.00	D	23,994,362	I	See Footnote
Common Shares, $.01 par value^F2	Nov 14, 2017	J	255,502	$0.00	A	24,249,864	I	See Footnote
Common Shares, $.01 par value	holding	—	—		—	799,516	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^F2	$25.686	Nov 14, 2017	J	3,900	D	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	4,329	5,111,787	I
Warrants to Purchase Common Stock, par value $0.01^F2	$25.686	Nov 14, 2017	J	3,900	A	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	4,329	5,115,687	I
Warrants to Purchase Common Stock, par value $0.01^F2	$25.686	Nov 14, 2017	J	69,481	D	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	77,123	5,046,206	I
Warrants to Purchase Common Stock, par value $0.01^F2	$25.686	Nov 14, 2017	J	69,481	A	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	77,123	5,115,687	I
Warrants to Purchase Common Stock, par value $0.01	$25.686	holding	—	—	—	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	0	825,146	D

Explanation of responses

F1The reported securities were directly owned by The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fairholme Fund"), managed indirectly by Mr. Bruce R. Berkowitz (the "Reporting Person"). The Reporting Person disclaims beneficial ownership in the Fairholme Fund except to the extent of his pecuniary interest, if any, therein.
F2The securities may be deemed to be beneficially owned by the Reporting Person because he controls the sole member of a registered investment adviser, which may be deemed to have beneficial ownership of the securities because it serves as the investment manager to separate series of a registered investment company and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner 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 were directly owned by The Fairholme Allocation Fund, a series of Fairholme Funds, Inc. (the "Allocation Fund"), managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein.
F4Represents a redemption in-kind of the reported securities from the Fairholme Fund to account(s) managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the Fairholme Fund except to the extent of his pecuniary interest, if any, therein. The Reporting Person does not have any direct or indirect pecuniary interest in the managed account(s) because the Reporting Person (i) does not receive any incentive compensation from the managed account(s) and (ii) does not have a direct or indirect interest in the managed account(s).
F5Represents a redemption in-kind of the reported securities from the Allocation Fund to account(s) managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the Allocation Fund except to the extent of his pecuniary interest, if any, therein. The Reporting Person does not have any direct or indirect pecuniary interest in the managed account(s) because the Reporting Person (i) does not receive any incentive compensation from the managed account(s) and (ii) does not have a direct or indirect interest in the managed account(s).