UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 43) *
Sears
Holdings Corporation
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
812350106
(CUSIP Number)
Janice V.
Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 4, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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1. |
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Names of
Reporting Persons. ESL Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
26,801,105 (1) |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
26,801,105 (1) |
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10. |
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Shared Dispositive Power
37,012,195 (2) |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
63,813,300 (1)(2) |
12. |
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 57.2% (3) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Includes 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings. |
(2) |
Includes 6,328,687 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings. |
(3) |
Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings
with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock. |
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1. |
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Names of
Reporting Persons. SPE I Partners, LP |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
150,124 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
150,124 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
150,124 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.1% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings
with the SEC on December 3, 2015. |
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1. |
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Names of
Reporting Persons. SPE Master I, LP |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
193,341 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
193,341 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
193,341 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.2% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings
with the SEC on December 3, 2015. |
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1. |
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Names of
Reporting Persons. RBS Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
27,144,570 (1) |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
27,144,570 (1) |
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10. |
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Shared Dispositive Power
37,012,195 (2) |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
64,156,765 (1)(2) |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 57.5% (3) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings. |
(2) |
Includes 6,328,687 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings. |
(3) |
Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings
with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock. |
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1. |
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Names of
Reporting Persons. ESL Institutional Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.0% |
14. |
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Type of Reporting Person (See
Instructions) PN |
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1. |
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Names of
Reporting Persons. RBS Investment Management, L.L.C. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12. |
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.0% |
14. |
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Type of Reporting Person (See
Instructions) OO |
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1. |
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Names of
Reporting Persons. CRK Partners, LLC |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12. |
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.0% |
14. |
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Type of Reporting Person (See
Instructions) OO |
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1. |
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Names of
Reporting Persons. ESL Investments, Inc. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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7. |
|
Sole Voting Power
27,144,570 (1) |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
27,144,570 (1) |
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10. |
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Shared Dispositive Power
37,012,195 (2) |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
64,156,765 (1)(2) |
12. |
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 57.5% (3) |
14. |
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Type of Reporting Person (See
Instructions) CO |
(1) |
Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings. |
(2) |
Includes 6,328,687 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings. |
(3) |
Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings
with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock. |
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1. |
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Names of
Reporting Persons. Edward S. Lampert |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO; PF |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization United States |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
64,156,765 (1)(2) |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
27,144,570 (1) |
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10. |
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Shared Dispositive Power
37,012,195 (2) |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
64,156,765 (1)(2) |
12. |
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 54.5% (3) |
14. |
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Type of Reporting Person (See
Instructions) IN |
(1) |
Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings. |
(2) |
Includes 6,328,687 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings. |
(3) |
Based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was filed by Holdings
with the SEC on December 3, 2015, and an aggregate of 11,137,152 shares of Holdings Common Stock that may be acquired by certain of the reporting persons within 60 days upon the exercise of Warrants to purchase shares of Holdings Common
Stock. |
This Amendment No. 43 to Schedule 13D (this Amendment) relates to common shares,
par value $0.01 per share (the Holdings Common Stock), of Sears Holdings Corporation, a Delaware corporation (Holdings). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE Master I, LP, a Delaware limited partnership (SPE Master I), RBS
Partners, L.P., a Delaware limited partnership (RBS), ESL Institutional Partners, L.P., a Delaware limited partnership (Institutional), RBS Investment Management, L.L.C., a Delaware limited liability company
(RBSIM), CRK Partners, LLC, a Delaware limited liability company (CRK LLC), ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the information set
forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the
Securities and Exchange Commission (SEC).
The Reporting Persons are filing this Amendment to report: (i) recent
open-market purchases of shares of Holdings Common Stock by Mr. Lampert, and (ii) a distribution of Notes and Warrants on a pro rata basis to certain partners that elected in 2015 to redeem all or a portion of their interest in
Partners.
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and
supplemented as follows:
In grants of shares of Holdings Common Stock by Holdings on October 30, 2015, November 30,
2015 and December 31, 2015, pursuant to the Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 35,333 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as
consideration for serving as Chief Executive Officer and no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.
In grants of shares of Holdings Common Stock by Holdings on October 30, 2015, November 30, 2015 and December 31, 2015,
pursuant to the Seritage Awards, Mr. Lampert acquired an additional 4,450 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock pursuant to the Seritage Awards and no cash consideration was paid by
Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.
In various open market purchases between
October 1, 2015 and December 18, 2015, Mr. Lampert acquired an aggregate of 648,052 shares of Holdings Common Stock for aggregate consideration of approximately $13,089,111 (excluding commissions) using personal funds.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its
entirety as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to Holdings or securities of Holdings for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of Holdings or
otherwise with respect to Holdings or any securities of Holdings or (ii) a member of any syndicate or group with respect to Holdings or any securities of Holdings.
As of January 5, 2016, the Reporting Persons may be deemed to beneficially own the shares of
Holdings Common Stock set forth in the table below.
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REPORTING PERSON |
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NUMBER OF SHARES BENEFICIALLY OWNED |
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PERCENTAGE OF OUTSTANDING SHARES |
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SOLE VOTING POWER |
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SHARED VOTING POWER |
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SOLE DISPOSITIVE POWER |
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SHARED DISPOSITIVE POWER |
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ESL Partners, L.P. |
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63,813,300 |
(1)(2) |
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57.2 |
% (3) |
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26,801,105 |
(2) |
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|
0 |
|
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26,801,105 |
(2) |
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37,012,195 |
(1) |
SPE I Partners, LP |
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150,124 |
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0.1 |
% |
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|
150,124 |
|
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|
0 |
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|
150,124 |
|
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|
0 |
|
SPE Master I, LP |
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193,341 |
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0.2 |
% |
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193,341 |
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|
0 |
|
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193,341 |
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|
0 |
|
RBS Partners, L.P. |
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64,156,765 |
(1)(4) |
|
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57.5 |
% (5) |
|
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27,144,570 |
(4) |
|
|
0 |
|
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|
27,144,570 |
(4) |
|
|
37,012,195 |
(1) |
ESL Institutional Partners, L.P. |
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|
0 |
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|
0.0 |
% |
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|
0 |
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|
0 |
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|
0 |
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|
0 |
|
RBS Investment Management, L.L.C. |
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|
0 |
(6) |
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|
0.0 |
% |
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|
0 |
(6) |
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|
0 |
|
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|
0 |
(6) |
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|
0 |
|
CRK Partners, LLC |
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|
0 |
|
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|
0.0 |
% |
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|
0 |
|
|
|
0 |
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|
0 |
|
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|
0 |
|
ESL Investments, Inc. |
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|
64,156,765 |
(1)(7) |
|
|
57.5 |
% (8) |
|
|
27,144,570 |
(7) |
|
|
0 |
|
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|
27,144,570 |
(7) |
|
|
37,012,195 |
(1) |
Edward S. Lampert |
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|
64,156,765 |
(1)(9) |
|
|
54.5 |
% (10) |
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|
64,156,765 |
(1)(9) |
|
|
0 |
|
|
|
27,144,570 |
(9) |
|
|
37,012,195 |
(1) |
(1) |
This number includes 30,683,508 shares of Holdings Common Stock held by Mr. Lampert and 6,328,687 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the
Warrants held by Mr. Lampert. Partners has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have
shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
|
(2) |
This number includes 21,992,640 shares of Holdings Common Stock held by Partners and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners. |
(3) |
This is based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was
filed by Holdings with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. |
(4) |
This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners, SPE I
and SPE Master I. |
(5) |
This is based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was
filed by Holdings with the SEC on December 3, 2015, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. RBS is the general partner of, and may be deemed
to indirectly beneficially own securities owned by, Partners. |
(6) |
RBSIM is the general partner of, and may be deemed to indirectly beneficially own any securities owned by, Institutional. |
(7) |
This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. ESL is the
manager of, and may be deemed to indirectly beneficially own any securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own any securities owned by, CRK LLC. |
(8) |
This is based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was
filed by Holdings with the SEC on December 3, 2015, and the 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. ESL is the general partner of, and may be
deemed to indirectly beneficially own securities owned by, RBS. ESL is the manager of, and may be deemed to indirectly beneficially own any securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own any
securities owned by, CRK LLC. |
(9) |
This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially
own securities owned by, ESL. |
(10) |
This is based upon 106,689,188 shares of Holdings Common Stock outstanding as of November 27, 2015, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, that was
filed by Holdings with the SEC on December 3, 2015, the 6,328,687 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the Warrants held by Mr. Lampert and the 4,808,465 shares of
Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own
securities owned by, ESL. |
(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of
securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d) Not applicable.
(e) As a
result of a pro rata distribution of Warrants and shares of Holdings Common Stock by both Institutional and CRK LLC, each of Institutional, RBSIM and CRK LLC ceased to beneficially own any Warrants or shares of Holdings Common Stock on
October 2, 2015.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date: January 5, 2016 |
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ESL PARTNERS, L.P. |
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By: |
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RBS Partners, L.P., as its general partner |
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By: |
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ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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SPE I PARTNERS, LP |
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By: |
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RBS Partners, L.P., as its general partner |
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By: |
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ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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SPE MASTER I, LP |
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By: |
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RBS Partners, L.P., as its general partner |
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By: |
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ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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RBS PARTNERS, L.P. |
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By: |
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ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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ESL INSTITUTIONAL PARTNERS, L.P. |
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By: |
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RBS Investment Management, L.L.C., as its general partner |
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By: |
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ESL Investments, Inc., as its manager |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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RBS INVESTMENT MANAGEMENT, L.L.C. |
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By: ESL Investments, Inc., as its manager |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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CRK PARTNERS, LLC |
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By: ESL Investments, Inc., as its sole member |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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ESL INVESTMENTS, INC. |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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EDWARD S. LAMPERT |
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By: |
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/s/ Edward S. Lampert |
ANNEX B
RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF
SEARS HOLDINGS CORPORATION
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Entity |
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Date of Transaction |
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Description
of Transaction |
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Shares Acquired |
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Shares Disposed |
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Price Per Share |
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Edward S. Lampert |
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11/30/2015 |
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Grant of Shares Pursuant to a Letter between Edward S. Lampert and Holdings |
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11,778 |
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$ |
0 |
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Edward S. Lampert |
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11/30/2015 |
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Grant of Shares Pursuant to the Seritage Awards |
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1,483 |
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$ |
0 |
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Edward S. Lampert |
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12/07/2015 |
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Open Market Purchase |
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161,119 |
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$ |
19.9383 |
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Edward S. Lampert |
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12/08/2015 |
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Open Market Purchase |
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95,889 |
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$ |
19.9839 |
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Edward S. Lampert |
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12/09/2015 |
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Open Market Purchase |
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25,698 |
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$ |
20.1185 |
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Edward S. Lampert |
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12/10/2015 |
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Open Market Purchase |
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33,744 |
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$ |
21.207 |
|
Edward S. Lampert |
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12/11/2015 |
|
Open Market Purchase |
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14,854 |
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$ |
21.3986 |
|
Edward S. Lampert |
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12/14/2015 |
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Open Market Purchase |
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28,331 |
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$ |
20.9370 |
|
Edward S. Lampert |
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12/15/2015 |
|
Open Market Purchase |
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80,097 |
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$ |
20.8573 |
|
Edward S. Lampert |
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12/16/2015 |
|
Open Market Purchase |
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2,300 |
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$ |
20.21 |
|
Edward S. Lampert |
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12/17/2015 |
|
Open Market Purchase |
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150,000 |
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$ |
19.7949 |
|
Edward S. Lampert |
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12/18/2015 |
|
Open Market Purchase |
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42,433 |
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$ |
19.2736 |
|
Edward S. Lampert |
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12/31/2015 |
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Grant of Shares Pursuant to a Letter between Edward S. Lampert and Holdings |
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|
11,778 |
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$ |
0 |
|
Edward S. Lampert |
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12/31/2015 |
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Grant of Shares Pursuant to the Seritage Awards |
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|
1,483 |
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$ |
0 |
|
ESL Partners, L.P. |
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01/04/2016 |
|
Pro Rata Distribution of Warrants to Redeeming Partners |
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|
|
|
|
|
550,857 |
(1) |
|
$ |
0 |
|
RBS Partners, L.P. |
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01/04/2016 |
|
Acquisition of Warrants from ESL Partners, L.P. as a result of a Pro Rata Distribution to Redeeming Partners |
|
|
9,457 |
(1) |
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|
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|
$ |
0 |
|
RBS Partners, L.P. |
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01/04/2016 |
|
Pro Rata Distribution of Warrants to Redeeming Partners |
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|
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|
9,457 |
(1) |
|
$ |
0 |
|
(1) |
Represents shares of common stock of Sears Holdings Corporation (Holdings Common Stock), par value $0.01 per share, that may be acquired by the reporting person within 60 days upon the exercise of warrants
entitling the holder thereof to purchase shares of Holdings Common Stock at an exercise price of $28.41 per share of Holdings Common Stock. |
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