-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BEVnWra2AdO0OO7uhB4jhKaYppbiOP2loAs9yWv8slGehy6mSkxhchQAVOGlMQrL nYI+W8ZueXaYPB3sFRWWMw== 0000898822-10-000436.txt : 20100630 0000898822-10-000436.hdr.sgml : 20100630 20100630200522 ACCESSION NUMBER: 0000898822-10-000436 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20100630 DATE AS OF CHANGE: 20100630 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INVESTORS LLC CENTRAL INDEX KEY: 0001249806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 10928563 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 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: 0130 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBS PARTNERS L P /CT CENTRAL INDEX KEY: 0000860585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 10928565 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038614606 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: LAMPERT L P DATE OF NAME CHANGE: 19940207 FORMER NAME: FORMER CONFORMED NAME: RBS PARTNERS L P DATE OF NAME CHANGE: 19931210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL PARTNERS, L.P. CENTRAL INDEX KEY: 0000923727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 10928564 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-861-4600 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INVESTMENTS INC CENTRAL INDEX KEY: 0001126396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 10928566 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038614600 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT EDWARD S CENTRAL INDEX KEY: 0001183200 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 10928567 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-06-30 0 0001310067 SEARS HOLDINGS CORP SHLD 0001183200 LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH CT 06830 1 0 1 0 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 1 0 1 0 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 1 0 1 0 0000923727 ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH CT 06830 1 0 1 0 0001249806 ESL INVESTORS LLC 200 GREENWICH AVE GREENWICH CT 06830 1 0 1 0 Common Stock, par value $0.01 per share 2010-06-30 5 J 0 E 9438174 0 D 38107718 I See Footnotes. Common Stock, par value $0.01 per share 2010-06-30 5 J 0 E 9438174 0 D 0 I See footnotes. Common Stock, par value $0.01 per share 10061060 I See footnotes. Common Stock, par value $0.01 per share 10230 I See footnotes. Common Stock, par value $0.01 per share 747 I See footnotes. Common Stock, par value $0.01 per share 157133 I See footnotes. Common Stock, par value $0.01 per share 16906423 D As part of an internal restructuring by the Reporting Persons that occurred on June 2, 2010, ESL Partners, L.P. ("Partners") made a partial distribution of shares of common stock, par value $0.01 per share ("Shares"), of Sears Holdings Corporation (the "Issuer") to its general partner, RBS Partners, L.P. ("RBS") based on RBS's pro rata share of the assets of Partners. Of that distribution, a portion of the Shares indirectly owned by Edward S. Lampert was initially retained by Partners pending expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended ("HSR Approval"). The Reporting Persons received notification of HSR Approval on June 16, 2010. On June 30, 2010, Partners distributed these 9,438,174 Shares to RBS, following which RBS immediately distributed the Shares to Mr. Lampert. Mr. Lampert is a party to an agreement with Partners that generally requires Mr. Lampert to sell these Shares received, and to make certain purchases of additional Shares of the Issuer, on a pro rata basis with Partners, at the same time and on substantially the same economic terms and conditions (subject to certain legal, tax, accounting or regulatory considerations). As a result of this internal restructuring, the combined direct and indirect ownership of Mr. Lampert in the Issuer and the pecuniary interest of Mr. Lampert in the Issuer did not change. These Shares are held by Partners. These Shares were distributed by RBS to Mr. Lampert as a result of the transactions described in footnotes 1 and 2 above. These Shares are held by RBS. These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors"). These Shares are held by ESL Institutional Partners, L.P. ("Institutional"). These Shares are held by CRK Partners, LLC ("CRK"). These Shares are held in grantor retained annuity trusts, of which Mr. Lampert is the trustee. These Shares include 9,438,174 Shares distributed by RBS as a result of the transactions described in footnotes 1 and 2 above. As a result of this distribution, Mr. Lampert directly holds Shares in which he previously held an indirect interest. These Shares are held by Mr. Lampert. This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS, Partners and Investors. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS, the sole member of CRK and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. /s/ Edward S. Lampert (See signatures of Reporting Persons as Exhibit 99.1) 2010-06-30 EX-99.1 2 shld991.txt EX-99.1 Exhibit 99.1 Joint Filer Information Date of Earliest Transaction Reported in Statement: June 30, 2010 Issuer Name and Ticker or Trading Symbol: Sears Holding Corp. (SHLD) Designated Filer: Edward S. Lampert Other Joint Filers: ESL Investments, Inc., RBS Partners, L.P., ESL Partners, L.P. and ESL Investors, L.L.C. Addresses: The principal business address of each of the Joint Filers above is 200 Greenwich Avenue, Greenwich, CT 06830. Signatures: EDWARD S. LAMPERT /s/ Edward S. Lampert --------------------- ESL INVESTMENTS, INC. By Adrian J. Maizey, Chief Financial Officer /s/ Adrian J. Maizey --------------------- RBS PARTNERS, L.P. By: ESL Investments, Inc., as its general partner By: Adrian J. Maizey, Chief Financial Officer /s/ Adrian J. Maizey --------------------- ESL PARTNERS, L.P. By: RBS Partners, L.P., as its general partner By: ESL Investments, Inc., as its general partner By Adrian J. Maizey, Chief Financial Officer /s/ Adrian J. Maizey --------------------- ESL INVESTORS, L.L.C. By: RBS Partners, L.P., as its manager By: ESL Investments, Inc., as its general partner By Adrian J. Maizey, Chief Financial Officer /s/ Adrian J. Maizey -------------------- -----END PRIVACY-ENHANCED MESSAGE-----