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^*

LACY ALAN J

(Last)

(First)

(Middle)

3333 BEVERLY ROAD

(Street)

HOFFMAN ESTATES

60179

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2005

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

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

X	Form filed by One Reporting Person
	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 Shares	03/30/2005	03/30/2005	A		32,446.95	A	⁽¹⁾	32,446.95	D
Common Shares (401(k) Plan)	03/30/2005	03/30/2005	A		1,309.67	A	⁽⁵⁾	1,309.67	I	401(k) Plan

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)
Common Share Units	⁽²⁾	03/30/2005	03/30/2005	A		20,732.05		⁽³⁾	⁽³⁾	Common Shares	20,732.05	⁽²⁾	20,732.05	D
Common Share Units	⁽⁴⁾	03/30/2005	03/30/2005	A		26,433.39		⁽³⁾	⁽³⁾	common shares	26,433.39	⁽⁴⁾	26,433.39	D

Explanation of Responses:

1. Received as part of the consideration in exchange for 97,856 shares of Sears, Roebuck and Co.("Sears") common stock in connection with the business combination between Sears and Kmart Holding Corporation (the "Merger"). On the effective date of the Merger, the closing price of Sears' common stock was $50.04 per share and the closing price of Kmart Holding Corporation common stock was $132.52.

2. Received in the Merger in exchange for 6,664.60 Sears common share units. These units are held under the Sears, Roebuck and Co. Deferred Compensation Plan, as Amended and Restated to December 13, 2000 (the "Plan"). These Units represent salary, annual incentive, long-term incentive and/or dividend payments deferred under the Plan.

3. The units are credited with amounts representing dividends on common shares, as declared, which are also converted into units. The common share units are to be settled in cash, either in a lump sum or in a series of annual payments, following separation from service.

4. Received in the Merger in exchange for 52,866.78 Sears common share units. These units are held under the Sears, Roebuck and Co. Deferred Compensation Plan, as Ameneded and Restated to December 13, 2000. (the "Plan"). These units represent salary, annual incentive, long term and/or dividend payments deferred under the Plan and are held in the non-diversifiable account of the Plan.

5. Received as part of the consideration in exchange for 4,161 shares of Sears, Roebuck and Co. ("Sears") common stock in connection with the business combination between Sears and Kmart Holding Corporation (the "Merger"). On the effective date of the Merger, the closing price of Sears' common stock was $50.04 per share and the closing price of Kmart Holding Corporation common stock was $132.52.

	By:/s/Andrea Zopp, as Attorney-in-Fact	03/30/2005
	** 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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