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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SEARS HOLDINGS CORP [ SHLD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock, par value $0.01 per share | 32,558,337 | D(1)(2)(3)(4) | ||||||||
| Common Stock, par value $0.01 per share | 20,192,514 | I | See Footnotes(1)(2)(3)(4)(5) | |||||||
| Common Stock, par value $0.01 per share | 150,124 | I | See Footnotes(1)(2)(3)(4)(6) | |||||||
| Common Stock, par value $0.01 per share | 193,341 | I | See Footnotes(1)(2)(3)(4)(7) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants (right to buy) | $25.686 | 11/19/2014 | 12/15/2019 | Common Stock, par value $0.01 per share | 6,328,688(8) | 5,701,521 | D(1)(2)(3)(4) | ||||||||
| Warrants (right to buy) | $25.686 | 11/19/2014 | 12/15/2019 | Common Stock, par value $0.01 per share | 4,808,465(8) | 4,331,951 | I | See Footnotes(1)(2)(3)(4)(9) | |||||||
| 6 5/8% Senior Secured Convertible PIK Toggle Notes | (10) | 03/20/2018 | A | $16,708,000 | 03/20/2018 | 10/15/2019 | Common Stock, par value $0.01 per share | 3,341,600 | (11) | $16,708,000 | D(1)(2)(3)(4) | ||||
| 6 5/8% Senior Secured Convertible PIK Toggle Notes | (10) | 03/20/2018 | A | $3,292,000 | 03/20/2018 | 10/15/2019 | Common Stock, par value $0.01 per share | 658,400 | (11) | $3,292,000 | I | See Footnotes(1)(2)(3)(4)(12) | |||
| 8% Senior Unsecured Convertible PIK Toggle Notes | (13) | 03/20/2018 | A | $135,716,500 | 03/20/2018 | 12/15/2019 | Common Stock, par value $0.01 per share | 16,285,980 | (14) | $135,716,500 | D(1)(2)(3)(4) | ||||
| 8% Senior Unsecured Convertible PIK Toggle Notes | (13) | 03/20/2018 | A | $51,926,500 | 03/20/2018 | 12/15/2019 | Common Stock, par value $0.01 per share | 6,231,180 | (14) | $51,926,500 | I | See Footnotes(1)(2)(3)(4)(15) | |||
| Second Lien Term Loan | (16) | 03/20/2018 | A | $205,934,000 | 03/20/2018 | 07/20/2020 | Common Stock, par value $0.01 per share | 41,186,800 | $0.00 | $205,934,000 | I | See Footnotes(1)(2)(3)(4)(17) | |||
| Second Lien Term Loan | (16) | 03/20/2018 | A | $94,066,000 | 03/20/2018 | 07/20/2020 | Common Stock, par value $0.01 per share | 18,813,200 | $0.00 | $94,066,000 | I | See Footnotes(1)(2)(3)(4)(18) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement. |
| 2. Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. 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, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL. |
| 3. The 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. |
| 4. The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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. |
| 5. Represents shares of common stock of the Issuer, par value $0.01 per share ("Shares"), directly beneficially owned by Partners. |
| 6. Represents Shares directly beneficially owned by SPE I. |
| 7. Represents Shares directly beneficially owned by SPE Master I. |
| 8. Represents the amount of Shares that could be acquired upon the exercise of warrants to purchase Shares of the Issuer ("Warrants"), with each Warrant entitling the holder thereof to purchase 1.11 Shares at an exercise price of $25.686 per Share. |
| 9. Represents Warrants directly beneficially owned by Partners. |
| 10. The 6 5/8% Senior Secured Convertible PIK Toggle Notes due 2019 ("Senior Secured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 200 Shares per $1,000 in principal amount of such notes, or $5.00 per Share. |
| 11. In exchange for each $1,000 principal amount of 6 5/8% Senior Secured Notes due 2018, the Issuer issued a like principal amount of Senior Secured Convertible PIK Toggle Notes. |
| 12. Represents Senior Secured Convertible PIK Toggle Notes directly beneficially owned by Partners. |
| 13. The 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 ("Senior Unsecured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 120 Shares per $1,000 in principal amount of such notes, or approximately $8.33 per Share. |
| 14. In exchange for each $1,000 principal amount of 8% Senior Unsecured Notes due 2019, the Issuer issued a like principal amount of Senior Unsecured Convertible PIK Toggle Notes. |
| 15. Represents Senior Unsecured Convertible PIK Toggle Notes directly beneficially owned by Partners. |
| 16. The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of an eligible holder at a conversion rate of 200 Shares per $ 1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment). |
| 17. Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP. |
| 18. Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP II. |
| Remarks: |
| Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith) |
| EDWARD S. LAMPERT, By: /s/ Edward S. Lampert | 03/22/2018 | |
| JPP, LLC, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Sole Member | 03/22/2018 | |
| ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 03/22/2018 | |
| JPP II, LLC, By: ESL partners, L.P., Its: Sole Member, By: RBS Partners, L.P., Its: General Partner, By: ESL Investment, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 03/22/2018 | |
| SPE I PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 03/22/2018 | |
| SPE MASTER I, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 03/22/2018 | |
| RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 03/22/2018 | |
| ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer | 03/22/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||