SEC Form 4 · accession 0001209191-15-009171
SEARS HOLDINGS CORP · SHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RBS PARTNERS, L.P.
10% Owner
ESL PARTNERS, L.P.
10% Owner
ESL INVESTMENTS, INC.
10% Owner
Edward S Lampert
Officer — Chief Executive Officer · Director · 10% Owner
RBS INVESTMENT MANAGEMENT, L.L.C.
10% Owner
ESL INSTITUTIONAL PARTNERS, L.P.
10% Owner
CRK PARTNERS LLC
10% Owner
SPE Master I, L.P.
10% Owner
SPE I Partners, L.P.
10% Owner
Period of report
Jan 30, 2015
Accepted (ET)
Feb 3, 2015 · 8:15 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 Stock, par value $0.01 per shareF1,F2,F3,F4,F5 | Jan 30, 2015 | A | 10,311 | $0.00 | A | 25,276,760 | D | |
| Common Stock, par value $0.01 per shareF6,F7,F2,F3,F4,F5 | Jan 30, 2015 | A | 2,313 | $0.00 | A | 25,279,073 | D | |
| Common Stock, par value $0.01 per shareF8,F9,F2,F3,F4,F5 | Jan 30, 2015 | A | 63 | $0.00 | A | 25,279,136 | D | |
| Common Stock, par value $0.01 per shareF10,F11,F2,F3,F4,F5 | Jan 30, 2015 | A | 765 | $0.00 | A | 25,279,901 | D | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F12 | holding | — | — | — | 21,992,640 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F13 | holding | — | — | — | 1,939,872 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F14 | holding | — | — | — | 2,494,783 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F15 | holding | — | — | — | 10,230 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F16 | holding | — | — | — | 747 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended (the "2013 Stock Plan").
- F10On November 4, 2014, the Compensation Committee approved awards (the "NotesWarrants Offering Awards") to holders of outstanding awards, including Mr. Lampert, under the 2013 Stock Plan. The NotesWarrants Offering Award granted to Mr. Lampert was in the form of Shares, which were issued in equal monthly installments on the last business day of each month through January 31, 2015, subject to the same terms that governed the issuance of Shares that were issued to Mr. Lampert under the 2013 Stock Plan.
- F11Represents Shares granted to Mr. Lampert pursuant to the NotesWarrants Offering Award.
- F12Represents Shares directly beneficially owned by Partners.
- F13Represents Shares directly beneficially owned by SPE I.
- F14Represents Shares directly beneficially owned by SPE Master I.
- F15Represents Shares directly beneficially owned by Institutional.
- F16Represents Shares directly beneficially owned by CRK LLC.
- F2This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC are the direct beneficial owners of the securities covered by this statement.
- F3RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
- F4The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
- F5The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
- F6On April 1, 2014, the Compensation Committee of the Board of Directors of the Issuer (the "Compensation Committee") approved awards (the "Make-Whole Awards") to holders of outstanding awards, including Mr. Lampert, under the 2013 Stock Plan. The Make-Whole Award granted to Mr. Lampert was in the form of Shares, which were issued in equal monthly installments on the last business day of each month through January 31, 2015, subject to the same terms that governed the issuance of Shares that were issued to Mr. Lampert under the 2013 Stock Plan.
- F7Represents Shares granted to Mr. Lampert pursuant to the Make-Whole Award.
- F8On October 18, 2014, the Compensation Committee approved awards (the "Rights Offering Awards") to holders of outstanding awards, including Mr. Lampert, under the 2013 Stock Plan. The Rights Offering Award granted to Mr. Lampert was in the form of Shares, which were issued in equal monthly installments on the last business day of each month through January 31, 2015, subject to the same terms that governed the issuance of Shares that were issued to Mr. Lampert under the 2013 Stock Plan.
- F9Represents Shares granted to Mr. Lampert pursuant to the Rights Offering Award.
Remarks
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)