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