SEC Form 4 · accession 0001471974-18-000003
SEARS HOLDINGS CORP · SHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Tisch
Director
Period of report
Mar 20, 2018
Accepted (ET)
Mar 22, 2018 · 4:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001310067
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Senior Unsecured Convertible PIK Toggle Notes due 2019F1 | $8.33 | Mar 20, 2018 | A | — | A | Mar 20, 2018 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 505,500 | — | D |
| 8% Senior Unsecured Convertible PIK Toggle Notes due 2019F2 | $8.33 | Mar 20, 2018 | A | — | A | Mar 20, 2018 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 9,420 | 78,500 | I |
| 8% Senior Unsecured Convertible PIK Toggle Notes due 2019F3 | $8.33 | Mar 20, 2018 | A | — | A | Mar 20, 2018 | Dec 15, 2019 | Common Stock, par value $0.01 per share | 732,420 | — | I |
Explanation of responses
- F1The reporting person acquired the $4,212,500 aggregate principal amount of 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 in exchange for $4,212,500 aggregate principal amount of the issuer's 8% Senior Unsecured Notes due 2019 in an issuer exchange offer.
- F2The amount reflect the acquisition by the reporting persons spouse of the $78,500 aggregate principal amount of 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 in exchange for $78,500 aggregate principal amount of the issuer's 8% Senior Unsecured Notes due 2019 in an issuer exchange offer. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
- F3The amount reflects the acquisition, by various trusts of which the reporting person is trustee, of the $6,103,500 aggregate principal amount of 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 in exchange for $6,103,500 aggregate principal amount of the issuer's 8% Senior Unsecured Notes due 2019 in an issuer exchange offer. The reporting person disclaims beneficial ownership of theses securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.