SEC Form 4 · accession 0001209191-15-053550
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
Jun 15, 2015
Accepted (ET)
Jun 16, 2015 · 8:31 am 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 Stock, par value $0.01 per shareF1,F2,F3,F4,F5 | Jun 15, 2015 | P$0 | 68,663 | — | A | 1,939,872 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF6,F2,F3,F4,F5 | Jun 15, 2015 | P$0 | 111,723 | — | A | 2,494,783 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF7,F2,F3,F4,F5,F8 | Jun 15, 2015 | J | 438,630 | $0.00 | D | 1,501,242 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF9,F2,F3,F4,F5,F10 | Jun 15, 2015 | J | 561,370 | $0.00 | D | 1,933,413 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF12,F2,F3,F4,F5 | Jun 15, 2015 | J | 220,083 | $0.00 | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF11,F2,F3,F4,F5 | holding | — | — | — | 220,083 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF13,F2,F3,F4,F5 | holding | — | — | — | 25,547,095 | D | ||
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F14 | holding | — | — | — | 21,992,640 | 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
- F1The shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), are directly beneficially owned by SPE I Partners, LP ("SPE I"), of which RBS Partners, L.P. ("RBS") is the sole general partner. Edward S. Lampert is the Chairman, Chief Executive Officer and Director of ESL Investments, Inc. ("ESL"), the sole general partner of RBS. On June 15, 2015, in satisfaction of certain liabilities of SPE I payable to RBS, the capital account balance of RBS was increased by an aggregate of $3,388,616, resulting in the acquisition by RBS of an additional approximate 3.54% general partner interest in SPE I. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
- F10Represents Shares directly beneficially owned by SPE Master I.
- F11Represents Shares received by RBS from SPE I and SPE Master I as a result of the Distributions. The acquisition of Shares by RBS in the Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBS in the Distributions from Section 16 of the Exchange Act.
- F12Represents Shares that were distributed by RBS on a pro rata basis to Mr. Lampert (the "RBS Distribution").
- F13Includes Shares received by Mr. Lampert from RBS as a result of the RBS Distribution. The acquisition of Shares by Mr. Lampert in the RBS Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder.
- F14Represents Shares directly beneficially owned by Partners.
- 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, SPE Master I, LP ("SPE Master I"), RBS, ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and 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.
- F6The Shares are directly beneficially owned by SPE Master I, of which RBS is the sole general partner. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL, the sole general partner of RBS. On June 15, 2015, in satisfaction of certain liabilities of SPE Master I payable to RBS, the capital account balance of RBS was increased by an aggregate of $5,620,329, resulting in the acquisition by RBS of an additional approximate 4.48% general partner interest in SPE Master I. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE Master I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
- F7Represents Shares that were distributed by SPE I on a pro rata basis to its partners (the "SPE I Distribution").
- F8Represents Shares directly beneficially owned by SPE I.
- F9Represents Shares that were distributed by SPE Master I on a pro rata basis to its partners (the "SPE Master I Distribution" and, together with the SPE I Distribution, the "Distributions").
Remarks
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)