FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * JOHNSON W BRUCE   2. Issuer Name and Ticker or Trading Symbol SEARS HOLDINGS CORP [SHLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Interim CEO & President (Last) (First) (Middle) 3333 BEVERLY ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/21/2010 (Street) HOFFMAN ESTATES, IL 60179 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/21/2010   S(1)   2,500 D $ 88.5 (2) 64,107 D   Common Stock 05/21/2010   P(1)   2,500 A $ 88.46 (3) 66,607 D   Common Stock               1,834 I 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JOHNSON W BRUCE 3333 BEVERLY ROAD HOFFMAN ESTATES, IL 60179	X		Interim CEO & President

Signatures

/s/ Emily A. Sturges, as attorney-in-fact		05/21/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In order to facilitate financial planning objectives, the Reporting Person contemporaneously (1) sold 2,500 shares of Issuer common stock in the open market (the "Sold Shares"), and (2) directed the purchase in the open market of 2,500 shares of Issuer common stock by an individual retirement account (IRA) maintained by him (the "Purchased Shares"). Pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, the Reporting Person paid the Issuer $111.93, which represents the full amount by which the aggregate sale price of the Sold Shares exceeds the aggregate purchase price of the Purchased Shares.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.45 to $88.59, inclusive. The Reporting Person undertakes to provide to Sears Holdings Corporation, any security holder of Sears Holdings Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) and the number of shares purchased at each separate price within the ranges in footnote (3) to this Form 4.
(3)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $88.38 to $88.53, inclusive.

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