SEC FORM 4

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^*

ESL INVESTMENTS INC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share⁽¹⁾	03/24/2005		J		0⁽²⁾	A	$132.52⁽²⁾	0⁽²⁾	D⁽³⁾
Common Stock, par value $0.01 per share⁽¹⁾	03/24/2005		J		0⁽²⁾	A	$132.52⁽²⁾	252,306⁽²⁾	D⁽⁴⁾
Common Stock, par value $0.01 per share⁽¹⁾	03/24/2005		J		0⁽²⁾	A	$132.52⁽²⁾	12,534,462⁽²⁾⁽⁵⁾	D⁽⁶⁾
Common Stock, par value $0.01 per share⁽¹⁾	03/24/2005		J		0⁽²⁾	A	$132.52⁽²⁾	35,516,009⁽²⁾⁽⁵⁾	D⁽⁷⁾
Common Stock, par value $0.01 per share⁽¹⁾	03/24/2005		J		0⁽²⁾	A	$132.52⁽²⁾	252,306⁽²⁾	I⁽⁸⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽⁸⁾
Common Stock, par value $0.01 per share⁽¹⁾	03/24/2005		J		0⁽²⁾	A	$132.52⁽²⁾	48,050,471⁽²⁾⁽⁵⁾	I⁽⁹⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽⁹⁾
Common Stock, par value $0.01 per share⁽¹⁾	03/24/2005		J		0⁽²⁾	A	$132.52⁽²⁾	48,303,424⁽²⁾⁽⁵⁾	I⁽¹⁰⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽¹⁰⁾
Common Stock, par value $0.01 per share⁽¹⁾	03/24/2005		J		0⁽²⁾	A	$132.52⁽²⁾	48,303,424⁽²⁾⁽⁵⁾	I⁽¹¹⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽¹¹⁾
Common Stock, par value $0.01 per share	03/25/2005		X		33,885	A	$13	286,191⁽²⁾	D⁽⁴⁾
Common Stock, par value $0.01 per share	03/25/2005		X		1,681,300	A	$13	14,215,762⁽²⁾⁽⁵⁾	D⁽⁶⁾
Common Stock, par value $0.01 per share	03/25/2005		X		4,760,100	A	$13	40,276,109⁽²⁾⁽⁵⁾	D⁽⁷⁾
Common Stock, par value $0.01 per share	03/25/2005		X		100	A	$13	747⁽⁵⁾	D⁽¹²⁾
Common Stock, par value $0.01 per share	03/25/2005		X		33,885	A	$13	286,191⁽²⁾	I⁽⁸⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽⁸⁾
Common Stock, par value $0.01 per share	03/25/2005		X		6,441,400	A	$13	54,491,871⁽²⁾⁽⁵⁾	I⁽⁹⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽⁹⁾
Common Stock, par value $0.01 per share	03/25/2005		X		6,475,385	A	$13	54,778,809⁽²⁾⁽⁵⁾	I⁽¹⁰⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽¹⁰⁾
Common Stock, par value $0.01 per share	03/25/2005		X		6,475,385	A	$13	54,778,809⁽²⁾⁽⁵⁾	I⁽¹¹⁾⁽¹⁴⁾⁽¹⁵⁾	See Footenote⁽¹¹⁾
Common Stock, par value $0.01 per share⁽¹⁾								0⁽⁵⁾	D⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option per agreement dated 1/24/03, as amended⁽¹⁾	$13	03/25/2005		X			33,885	05/06/2003	05/06/2005	Common Stock	33,885	⁽¹⁶⁾	0	D⁽⁴⁾
Option per agreement dated 1/24/03, as amended⁽¹⁾	$13	03/25/2005		X			1,681,300⁽⁵⁾	05/06/2003	05/06/2005	Common Stock	1,681,300⁽⁵⁾	⁽¹⁶⁾	0	D⁽⁶⁾
Option per agreement dated 1/24/03, as amended⁽¹⁾	$13	03/25/2005		X			4,760,100⁽⁵⁾	05/06/2003	05/06/2005	Common Stock	4,760,100⁽⁵⁾	⁽¹⁶⁾	0	D⁽⁷⁾
Option per agreement dated 1/24/03, as amended⁽¹⁾	$13	03/25/2005		X			100⁽⁵⁾	05/06/2003	05/06/2005	Common Stock	100⁽⁵⁾	⁽¹⁶⁾	0	D⁽¹²⁾
Option per agreement dated 1/24/03,as amended⁽¹⁾	$13	03/25/2005		X			33,885	05/06/2003	05/06/2005	Common Stock	33,885	⁽¹⁶⁾	0	I⁽⁸⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽⁸⁾
Option per agreement dated 1/24/03, as amended⁽¹⁾	$13	03/25/2005		X			6,441,400⁽⁵⁾	05/06/2003	05/06/2005	Common Stock	6,441,400⁽⁵⁾	⁽¹⁶⁾	0	I⁽⁹⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽⁹⁾
Option per agreement dated 1/24/03, as amended⁽¹⁾	$13	03/25/2005		X			6,475,385⁽⁵⁾	05/06/2003	05/06/2005	Common Stock	6,475,385⁽⁵⁾	⁽¹⁶⁾	0	I⁽¹⁰⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽¹⁰⁾
Option per agreement dated 1/24/03, as amended⁽¹⁾	$13	03/25/2005		X			6,475,385⁽⁵⁾	05/06/2003	05/06/2005	Common Stock	6,475,385⁽⁵⁾	⁽¹⁶⁾	0	I⁽¹¹⁾⁽¹⁴⁾⁽¹⁵⁾	See Footnote⁽¹¹⁾
Option per agreement dated 1/24/03, as amended⁽¹⁾	$13							05/06/2003	05/06/2005	Common Stock	0		0⁽⁵⁾	D⁽¹³⁾

1. Name and Address of Reporting Person^*

ESL INVESTMENTS INC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ESL PARTNERS LP

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ESL INSTITUTIONAL PARTNERS LP

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ESL INVESTORS LLC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RBS INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RBS PARTNERS L P /CT

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ESL INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CRK PARTNERS LLC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CRK PARTNERS II LP

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LAMPERT EDWARD S

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On March 24, 2005, Sears Holdings Corporation ("Holdings") became the successor to Kmart Holding Corporation ("Kmart") pursuant to a business combination transaction involving Kmart and Sears, Roebuck and Co. ("Sears"). Pursuant to the business combination transaction, each share of Kmart common stock was converted into one share of Holdings common stock. In addition, in connection with the business combination transaction, each option to acquire shares of Kmart common stock held by the Reporting Persons was exchanged for an option to acquire an equivalent number of shares of Holdings common stock.

2. Certain of the Reporting Persons were beneficial owners of Sears common stock prior to the consummation of the business combination transaction between Sears and Kmart. As a result of, and pursuant to, the consummation of such transaction, the Reporting Persons' shares of Sears common stock were each converted into the right to receive either .5 of a share of Holdings common stock or $50 in cash, subject to proration calculations. The Reporting Persons elected to receive stock consideration for all of their Sears shares, but such election will be prorated. The proration calculations have not been completed. On the closing date of the business combination transaction, the closing price of Kmart common stock was $132.52. The Reporting Persons intend to amend this Form 4 to report the additional shares of Holdings common stock received as a result of the conversion of Sears common stock in the transaction after the proration calculations are completed.

3. These securities are owned by ESL Investment Management, L.L.C., a Delaware limited liability company ("Investment Management").

4. These securities are owned by ESL Institutional Partners, L.P., a Delaware limited partnership ("Institutional").

5. On March 24, 2005 after the consummation of the business combination involving Kmart and Sears, CRK Partners II, L.P., a Delaware limited partnership ("CRK II") made pro rata liquidating distributions to ESL Investors, L.L.C., a Delaware limited liability company ("Investors"), ESL Partners, L.P., a Delaware limited partnership ("Partners") and CRK Partners, LLC, a Delaware limited liability company ("CRK LLC") in accordance with the terms of the partnership agreement among them. Accordingly, CRK II made pro rata liquidating distributions of 8,524,377, 27,225,622 and 623 Shares of Holdings common stock to Investors, Partners and CRK LLC, respectively, and options to acquire 1,143,400, 3,651,900 and 100 shares of Holdings common stock to Investors, Partners and CRK LLC, respectively. These pro rata distributions were exempt from Section 16 of the Securities Exchange Act of 1934, as amended.

6. These securities are owned by Investors.

7. These securities are owned by Partners.

8. These securities may be deemed beneficially owned by RBS Investment Management, L.L.C., a Delaware limited liability company ("RBSIM"). See Notes 14 and 15.

9. These securities may be deemed beneficially owned by RBS Partners, L.P., a Delaware limited partnership ("RBS"). See Notes 14 and 15.

10. These securities may be deemed beneficially owned by ESL Investments, Inc., a Delaware corporation ("ESL"). See Notes 14 and 15.

11. These securities may be deemed beneficially owned by Edward S. Lampert. See Notes 14 and 15.

12. These securities are owned by CRK LLC.

13. These securities are owned by CRK II.

14. This Form 4 is filed on behalf of a group consisting of ESL, Edward S. Lampert, CRK LLC, CRK II, Investors, Partners, Institutional, Investment Management, RBS and RBSIM. Mr. Lampert is the sole shareholder, chief executive officer and a director of ESL and the managing member of Investment Management and the Chairman and a director of Holdings. ESL is the general partner of RBS, the sole member of CRK LLC and the managing member of RBSIM. RBS is the managing member of Investors and the general partner of Partners. RBSIM is the general partner of Institutional. Pursuant to Rule 16a-1(a)(2), each of ESL, Mr. Lampert, RBS and RBSIM may be deemed to be the beneficial owner of the securities reported herein.

15. The total amount of securities reported as beneficially owned by CRK LLC, Investors, Partners, and Institutional is greater than ESL's or Mr. Lampert's indirect pecuniary interest in the securities owned by such persons. The total amount of securities reported as beneficially owned by Investment Management is greater than Mr. Lampert's indirect pecuniary interest in the securities owned by such persons. The total amount of securities reported as beneficially owned by Investors and Partners is greater than RBS's indirect pecuniary interest in the securities owned by such persons. The total amount of securities reported as beneficially owned by Institutional is greater than RBSIM's indirect pecuniary interest in the securities owned by such persons. CRK II ceased to be the beneficial owner of any of the securities reported herein and therefore expressly disclaims beneficial ownership of the securities reported herein.

16. This transaction is an exercise of a derivative security for which the exercise price is reported in Column 2, pursuant to Instruction 4(c)(iii).

	/s/ Robert Jackowitz, Treasurer (See signatures of other Reporting Persons attached as Exhibit 99.1)	03/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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