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
KMART HOLDING CORP [ KMRT-OB ]

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)
10/23/2003

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	10/23/2003		J⁽⁶⁾		427,800⁽¹⁾⁽⁵⁾⁽⁶⁾	A	$492,844,756⁽⁶⁾	29,021,655⁽¹⁾⁽⁵⁾⁽⁶⁾	D
Common Stock, par value $0.01 per share	10/23/2003		J⁽⁶⁾		427,800⁽²⁾⁽⁵⁾⁽⁶⁾	A	$492,844,756⁽⁶⁾	35,533,105⁽²⁾⁽⁵⁾⁽⁶⁾	I	See⁽⁵⁾
Common Stock, par value $0.01 per share	10/23/2003		J⁽⁶⁾		427,800⁽³⁾⁽⁵⁾⁽⁶⁾	A	$492,844,756⁽⁶⁾	39,022,331⁽³⁾⁽⁵⁾⁽⁶⁾	I	See⁽⁵⁾
Common Stock, par value $0.01 per share	10/23/2003		J⁽⁶⁾		427,800⁽⁴⁾⁽⁵⁾⁽⁶⁾	A	$492,844,756⁽⁶⁾	39,947,752⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See⁽⁵⁾

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)

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^*

LAMPERT EDWARD S

(Last)

(First)

(Middle)

1 FAFAYETTE PLACE

(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)

1. Name and Address of Reporting Person^*

CRK PARTNERS LLC

(Last)

(First)

(Middle)

200 GREENWICH AVE

(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 AVE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are owned by CRK Partners II, LP, a Delaware limited partnership ("CRK II").

2. These securities may be deemed to be indirectly beneficially owned by CRK Partners, LLC, a Delaware limited liability company ("CRK LLC"). See note 5.

3. These securities may be deemed to be indirectly beneficially owned by ESL Investments, Inc., a Delaware corporation ("ESL"). See note 5.

4. These securities may be deemed to be indirectly beneficially owned by Edward S. Lampert. See note 5.

5. This Form 4 is filed on behalf of a group consisting of CRK II, ESL, CRK LLC and Edward S. Lampert. Pursuant to Rule 16a-1(a)(2), ESL, CRK LLC and Mr. Lampert may be deemed indirect beneficial owners of certain of the securities reported on this Form 4. CRK LLC is the general partner of CRK II. ESL is the managing member of CRK LLC. Mr. Lampert is a controlling stockholder of ESL and a director and Chairman of the Board of Kmart Holding Corporation. The securities reported as being owned by CRK II reflect the total amount of securities beneficially owned by CRK, II, which is greater than CRK LLC's, Mr. Lampert's or ESL's indirect pecuniary interest in such securities.

6. The securities were received from Kmart Holding Corp. on account of trade vendor/lease rejection claims held by CRK II in an amount equal to $115,168,264. Pursuant to Kmart Corporation's Plan of Reorganization, CRK II has received other shares of Kmart Common Stock in the past (which acquisitions have been reported on Forms 3 and 4 previously filed by the Reporting Persons) and may receive further shares of Kmart Common Stock in the future on account of these same trade vendor/lease rejection claims as Kmart Holding Corp. continues to reconcile all trade vendor/lease rejection claims held by all persons.

	William C. Crowley, President of ESL Investments, Inc. (200 Greenwich Avenue, Greenwich, CT 06830)	10/24/2003
	William C. Crowley, for CRK Partners II, LP (200 Greenwich Avenue, Greenwich, CT 06830)	10/24/2003
	William C. Crowley, for CRK Partners, LLC (200 Greenwich Avenue, Greenwich, CT 06830)	10/24/2003
	Edward S. Lampert (200 Greenwich Avenue, Greenwich, CT 06830)	10/24/2003
	** 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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