0001181431-12-022905.txt : 20120405 0001181431-12-022905.hdr.sgml : 20120405 20120405202953 ACCESSION NUMBER: 0001181431-12-022905 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120403 FILED AS OF DATE: 20120405 DATE AS OF CHANGE: 20120405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INSTITUTIONAL PARTNERS LP CENTRAL INDEX KEY: 0001249801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11679 FILM NUMBER: 12746910 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRK PARTNERS LLC CENTRAL INDEX KEY: 0001251868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11679 FILM NUMBER: 12746907 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ORCHARD SUPPLY HARDWARE STORES CORP CENTRAL INDEX KEY: 0000896842 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 954214109 STATE OF INCORPORATION: DE FISCAL YEAR END: 0126 BUSINESS ADDRESS: STREET 1: 6450 VIA DEL ORO CITY: SAN JOSE STATE: CA ZIP: 95119 BUSINESS PHONE: 4082813500 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: 001-11679 FILM NUMBER: 12746908 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: 001-11679 FILM NUMBER: 12746909 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: 001-11679 FILM NUMBER: 12746911 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: 001-11679 FILM NUMBER: 12746912 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 rrd341521.xml FORM 4 X0305 4 2012-04-03 0 0000896842 ORCHARD SUPPLY HARDWARE STORES CORP OSH 0001183200 LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249801 ESL INSTITUTIONAL PARTNERS LP 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001251868 CRK PARTNERS LLC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Class A Common Stock 2012-04-03 4 S 0 39180 25.82 D 1677833 I See Footnotes Class A Common Stock 2012-04-03 4 S 0 2985 25.82 D 767353 D Class A Common Stock 2012-04-03 4 S 0 8 25.82 D 454 I See Footnotes Class A Common Stock 2012-04-03 4 S 0 1 25.82 D 32 I See Footnotes This price represents the approximate weighted average price per share of common stock of Orchard Supply Hardware Stores Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $25.50 to $26.24 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. These securities are held by ESL Partners, L.P. ("Partners"). This total includes 3,521 shares that were transferred on January 3, 2012 from a grantor retained annuity trust of which Mr. Lampert was the trustee. These securities are held by Mr. Lampert. These securities are held by ESL Institutional Partners, L.P. ("Institutional"). These securities are held by CRK Partners, LLC ("CRK"). This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS Partners, L.P. ("RBS"), Partners, Institutional and CRK. RBS is the general partner of Partners. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS and the managing member of CRK and 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 2012-04-05 /s/ Adrian J. Maizey, Chief Financial Officer, ESL Investments, Inc., as general partner of RBS Partners, L.P., as general partner for ESL PARTNERS, L.P. 2012-04-05 /s/ Adrian J. Maizey, Chief Financial Officer, ESL Investments, Inc., as general partner for RBS PARTNERS, L.P. 2012-04-05 /s/ Adrian J. Maizey, Chief Financial Officer for ESL INVESTMENTS, INC. 2012-04-05 /s/ Adrian J. Maizey, Chief Financial Officer, ESL Investments, Inc., as managing member of RBS Investment Management, L.L.C., as general partner for ESL INSTITUTIONAL PARTNERS, L.P. 2012-04-05 /s/ Adrian J. Maizey, Chief Financial Officer, ESL Investments, Inc., as managing member for CRK PARTNERS, LLC 2012-04-05