Esl Partners Form 4 SEARS / EDWARD S LAMPERT 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^*

LAMPERT EDWARD S

(Last) (First) (Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS FL 33154

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

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2019

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

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

	Form filed by One Reporting Person
X	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
Common Stock, par value $0.01 per share								32,348,223	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)
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
Second Lien Term Loan	(8)	01/28/2019		S			$5,491,573.33	03/20/2018	07/20/2020	Common Stock, par value $0.01 per share	44,090,532(9)	(10)	$220,452,658.95(9)	I	See Footnotes(1)(2)(3)(4)(11)
Second Lien Term Loan	(8)	01/28/2019		S			$2,508,426.67	03/20/2018	07/20/2020	Common Stock, par value $0.01 per share	20,139,559(9)	(10)	$100,697,795.88(9)	I	See Footnotes(1)(2)(3)(4)(12)

1. Name and Address of Reporting Person^*

LAMPERT EDWARD S

(Last) (First) (Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JPP, LLC

(Last) (First) (Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ESL PARTNERS, L.P.

(Last) (First) (Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JPP II, LLC

(Last) (First) (Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPE I Partners, L.P.

(Last) (First) (Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPE Master I, L.P.

(Last) (First) (Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RBS PARTNERS, L.P.

(Last) (First) (Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ESL INVESTMENTS, INC.

(Last) (First) (Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS FL 33154

(City) (State) (Zip)

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. The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of JPP or JPP II, as applicable, 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).

9. Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.

10. The sales reported in this statement were effected at a transaction price equal to 79.375% of the principal amount of the portion of the indebtedness outstanding under the Second Lien Term Loan that was sold in connection with this transaction.

11. Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP.

12. Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP II.

Remarks:

Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)

	EDWARD S. LAMPERT, By: /s/ Edward S. Lampert	01/30/2019
	JPP, LLC, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Sole Member	01/30/2019
	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	01/30/2019
	JPP II, LLC, By: ESL Partners, L.P., Its: Sole Member, 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	01/30/2019
	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	01/30/2019
	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	01/30/2019
	RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	01/30/2019
	ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	01/30/2019
	** Signature of Reporting Person	Date
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