0001471974-18-000003.txt : 20180322
0001471974-18-000003.hdr.sgml : 20180322
20180322165424
ACCESSION NUMBER: 0001471974-18-000003
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180320
FILED AS OF DATE: 20180322
DATE AS OF CHANGE: 20180322
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TISCH THOMAS J
CENTRAL INDEX KEY: 0001081916
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36693
FILM NUMBER: 18707498
MAIL ADDRESS:
STREET 1: 667 MADISON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10021
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SEARS HOLDINGS CORP
CENTRAL INDEX KEY: 0001310067
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311]
IRS NUMBER: 201920798
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0201
BUSINESS ADDRESS:
STREET 1: 3333 BEVERLY ROAD
CITY: HOFFMAN ESTATES
STATE: IL
ZIP: 60179
BUSINESS PHONE: 847-286-2500
MAIL ADDRESS:
STREET 1: 3333 BEVERLY ROAD
CITY: HOFFMAN ESTATES
STATE: IL
ZIP: 60179
FORMER COMPANY:
FORMER CONFORMED NAME: Sears Holdings CORP
DATE OF NAME CHANGE: 20041129
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2018-03-20
0
0001310067
SEARS HOLDINGS CORP
SHLD
0001081916
TISCH THOMAS J
667 MADISON AVE
NEW YORK
NY
10021
1
0
0
0
8% Senior Unsecured Convertible PIK Toggle Notes due 2019
8.33
2018-03-20
4
A
0
4212500
A
2018-03-20
2019-12-15
Common Stock, par value $0.01 per share
505500
4212500
D
8% Senior Unsecured Convertible PIK Toggle Notes due 2019
8.33
2018-03-20
4
A
0
78500
A
2018-03-20
2019-12-15
Common Stock, par value $0.01 per share
9420
78500
I
By Spouse
8% Senior Unsecured Convertible PIK Toggle Notes due 2019
8.33
2018-03-20
4
A
0
6103500
A
2018-03-20
2019-12-15
Common Stock, par value $0.01 per share
732420
6103500
I
By Trusts
The reporting person acquired the $4,212,500 aggregate principal amount of 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 in exchange for $4,212,500 aggregate principal amount of the issuer's 8% Senior Unsecured Notes due 2019 in an issuer exchange offer.
The amount reflect the acquisition by the reporting persons spouse of the $78,500 aggregate principal amount of 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 in exchange for $78,500 aggregate principal amount of the issuer's 8% Senior Unsecured Notes due 2019 in an issuer exchange offer. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
The amount reflects the acquisition, by various trusts of which the reporting person is trustee, of the $6,103,500 aggregate principal amount of 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 in exchange for $6,103,500 aggregate principal amount of the issuer's 8% Senior Unsecured Notes due 2019 in an issuer exchange offer. The reporting person disclaims beneficial ownership of theses securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
/s/ Luke Valentino, as attorney-in-fact
2018-03-20
EX-24
2
exhibit24tisch.txt
TISCH POA
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Stephen L.
Sitley, Luke Valentino, Margaret Bajzek and Debra Cherry, with full
power to each of them to act alone, as his or her true and lawful
attorney-in-fact to:
(1) execute and file in the name and on behalf of the undersigned Forms
3, 4 and 5 pursuant to Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such Form 3, 4
or 5 and the timely filing of such form with the United States Securities and
Exchange Commission, the NASDAQ Stock Market, or otherwise; and
(3) take any other action of any type whatsoever in connection with the
foregoing which such attorney-in-fact in his or her sole discretion determines
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to the Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in his or her discretion.
Until such time as the undersigned is no longer subject to the obligations
imposed by Section 16, the undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform each and every
act and thing whatsoever which such attorney-in-fact in his or her sole
discretion determines to be necessary or appropriate to be done in the
exercise of any of the rights and powers herein granted, with full power of
substitution or resubstitution, hereby ratifying and confirming all that
such attorney-in-fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities
to comply with Section 16 of the Securities Exchange Act of 1934 and shall
have no liability with respect thereto.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 19th day of March, 2018.
/s/ Thomas J. Tisch
Thomas J. Tisch