SEC Form 4 · accession 0000899243-15-006377
SEARS HOMETOWN & OUTLET STORES, INC. · SHOS
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
10% Owner
RBS INVESTMENT MANAGEMENT, L.L.C.
10% Owner
ESL INSTITUTIONAL PARTNERS, L.P.
10% Owner
CRK PARTNERS LLC
10% Owner
Period of report
Oct 2, 2015
Accepted (ET)
Oct 5, 2015 · 8:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001548309
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 | Oct 2, 2015 | J | 2,336 | $0.00 | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF7,F2,F3,F4,F5 | Oct 2, 2015 | J | 461 | $0.00 | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF8,F2,F3,F4,F5 | Oct 2, 2015 | J | 170 | $0.00 | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF6,F2,F3,F4,F5 | holding | — | — | — | 461 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF9,F2,F3,F4,F5 | holding | — | — | — | 5,751,270 | D | ||
| Common Stock, par value $0.01 per shareF2,F3,F4,F5,F10 | holding | — | — | — | 4,771,352 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock of Sears Hometown and Outlet Stores, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), that were distributed by ESL Institutional Partners, L.P. ("Institutional") on a pro rata basis to its partners (the "Institutional Distribution"). As a result of the Institutional Distribution, Institutional will no longer be a reporting person.
- F10Represents Shares directly beneficially owned by Partners.
- F2This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), RBS Partners, L.P. ("RBS"), Institutional, RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, 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. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. 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 a limited partner of, and may be deemed to beneficially own certain securities owned by, both RBS and Institutional. 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.
- F6Represents Shares received by RBSIM from Institutional as a result of the Institutional Distribution. The acquisition of Shares by RBSIM in the Institutional 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. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBSIM in the Institutional Distribution from Section 16 of the Exchange Act.
- F7Represents Shares that were distributed by RBSIM on a pro rata basis indirectly to Mr. Lampert (the "RBSIM Distribution").
- F8Represents Shares that were distributed by CRK LLC on a pro rata basis indirectly to Mr. Lampert (the "CRK Distribution" and, together with the Institutional Distribution and the RBSIM Distribution, the "Distributions"). As a result of the CRK Distribution, CRK LLC will no longer be a reporting person.
- F9Includes Shares received by Mr. Lampert from Institutional, RBSIM and CRK LLC as a result of the Distributions. The acquisition of Shares by Mr. Lampert 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 Mr. Lampert in the Institutional Distribution from Section 16 of the Exchange Act.
Remarks
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)