0001181431-12-048845.txt : 20120905 0001181431-12-048845.hdr.sgml : 20120905 20120905214002 ACCESSION NUMBER: 0001181431-12-048845 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120904 FILED AS OF DATE: 20120905 DATE AS OF CHANGE: 20120905 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: 121075224 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: 121075225 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 BUSINESS PHONE: 786-923-5961 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 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: 121075223 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 786-923-5961 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 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: 121075226 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 4 1 rrd355314.xml FORM 4 X0306 4 2012-09-04 0 0001310067 SEARS HOLDINGS CORP SHLD 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 1 0 1 0 0000923727 ESL PARTNERS, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0000860585 RBS PARTNERS L P /CT 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001126396 ESL INVESTMENTS INC 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 Common Stock, par value $0.01 per share 2012-09-04 4 P 0 1677335 52.75 A 35350398 I See Footnotes Common Stock, par value $0.01 per share 2012-09-04 4 P 0 722489 52.75 A 23469942 D Common Stock, par value $0.01 per share 2494783 I See Footnotes Common Stock, par value $0.01 per share 1939872 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 This price represents the price per share of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share (each, a "Share") of private sales to ESL Partners, L.P. ("Partners") and Mr. Lampert. These Shares are held by Partners. This Form 4 is filed on behalf of Mr. Lampert, Partners, RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("Investments"). RBS is the general partner of Partners, SPE Master I, LP ("SPE Master") and SPE I Partners, LP ("SPE Partners"). RBS Investment Management, L.L.C. ("RBSIM") is the general partner of ESL Institutional Partners, L.P. ("Institutional"). Investments is the general partner of RBS and the managing member of CRK Partners, LLC ("CRK") and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. These Shares are held by Mr. Lampert. These Shares are held by SPE Master. These Shares are held by SPE Partners. These Shares are held by Institutional. These Shares are held by CRK. 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 2012-09-05 /s/ Edward S. Lampert, Chief Executive Officer, ESL Investments, Inc., as general partner of RBS Partners, L.P., as general partner for ESL PARTNERS, L.P. 2012-09-05 /s/ Edward S. Lampert, Chief Executive Officer, ESL Investments, Inc., as general partner for RBS PARTNERS, L.P. 2012-09-05 /s/ Edward S. Lampert, Chief Executive Officer for ESL INVESTMENTS, INC. 2012-09-05