Ownership Submission
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 *
SEARS HOLDINGS CORP
   2. Issuer Name and Ticker or Trading Symbol
Sears Hometown & Outlet Stores, Inc. [SHOS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3333 BEVERLY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
10/11/2012
(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 10/11/2012(1)   X(2)   23,100,000 D $ 15 0 D  

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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
Subscription rights (3) $ 3.27 (4) 10/11/2012(1)   X(2)     105,919,060 09/11/2012 10/08/2012 Common Stock 23,100,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SEARS HOLDINGS CORP
3333 BEVERLY ROAD
HOFFMAN ESTATES, IL 60179		     X    

Signatures

 By: /s/ Dorian R. Williams, Vice President, Deputy General Counsel and Assistant Secretary   10/15/2012
**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) The Reporting Person disposed of the shares of Sears Hometown and Outlet Stores, Inc. common stock on October 11, 2012 pursuant to the exercise of the previously distributed subscription rights. The Reporting Person disposed of such shares following receipt by the Reporting Person of a cash dividend of $100 million from Sears Hometown and Outlet Stores, Inc. in respect of such shares of Sears Hometown and Outlet Stores then held by the Reporting Person.
(2) Disposition of securities to holders of subscription rights upon exercise of those subscription rights.
(3) Reporting the closing of the subscription rights offering. The subscription rights were previously reported as disposed of by the Reporting Person on September 11, 2012.
(4) The price per whole share of Sears Hometown and Outlet Stores, Inc. common stock was $15.00. Each subscription right entitled the holder of such right to purchase from Sears Holdings Corporation 0.218091 of a share of Sears Hometown and Outlet Stores, Inc. common stock.

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