SEC Form 4 · accession 0000919574-18-005864

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

Aug 21, 2018

Accepted (ET)

Aug 23, 2018 · 7:01 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	Aug 21, 2018	S	80,000	$1.2354	D	719,516	D
Common Shares, $.01 par value^F1,F2	Aug 21, 2018	S	30,500	$1.2354	D	1,509,148	I	See Footnote
Common Shares, $.01 par value^F1,F2	Aug 22, 2018	S	123,600	$1.1857	D	1,385,548	I	See Footnote
Common Shares, $.01 par value^F1,F2	Aug 23, 2018	S	1,200	$1.1255	D	1,384,348	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^F1,F2	$25.686	holding	—	—	—	Nov 18, 2014	Dec 15, 2019	Common Stock, par value $0.01	0	1,144,629	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

F1In contrast to previously filed Form 4s, this number reflects only the securities in which Mr. Bruce R. Berkowitz (the "Reporting Person") may be deemed to have a pecuniary interest and not the amount of securities he may be deemed to beneficially own. 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.
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 securities were held in account(s) managed indirectly by the Reporting Person. The Reporting Person disclaims beneficial ownership in the account(s) except to the extent of his pecuniary interest, if any therein.