Sears (SHLDQ) Form 4 SEARS / THOMAS J TISCH ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TISCH THOMAS J

(Last) (First) (Middle)

667 MADISON AVE

(Street)

NEW YORK NY 10021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SEARS HOLDINGS CORP [ SHLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8% Senior Unsecured Convertible PIK Toggle Notes due 2019	$8.33	03/20/2018		A		$4,212,500		03/20/2018	12/15/2019	Common Stock, par value $0.01 per share	505,500	(1)	$4,212,500	D
8% Senior Unsecured Convertible PIK Toggle Notes due 2019	$8.33	03/20/2018		A		$78,500		03/20/2018	12/15/2019	Common Stock, par value $0.01 per share	9,420	(2)	78,500	I	By Spouse
8% Senior Unsecured Convertible PIK Toggle Notes due 2019	$8.33	03/20/2018		A		$6,103,500		03/20/2018	12/15/2019	Common Stock, par value $0.01 per share	732,420	(3)	$6,103,500	I	By Trusts

Explanation of Responses:

1. The 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.

2. The 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.

3. The 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.

	/s/ Luke Valentino, as attorney-in-fact	03/20/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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