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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH, CT 06830 |
X | X | ||
| ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH, CT 06830 |
X | X | ||
| RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH, CT 06830 |
X | X | ||
| ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH, CT 06830 |
X | X | ||
| ESL INVESTORS LLC 200 GREENWICH AVE GREENWICH, CT 06830 |
X | X | ||
| /s/ Edward S. Lampert (See signatures of Reporting Persons as Exhibit 99.1) | 06/30/2010 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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"). |
| (2) | 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. |
| (3) | These Shares are held by Partners. |
| (4) | These Shares were distributed by RBS to Mr. Lampert as a result of the transactions described in footnotes 1 and 2 above. |
| (5) | These Shares are held by RBS. |
| (6) | These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors"). |
| (7) | These Shares are held by ESL Institutional Partners, L.P. ("Institutional"). |
| (8) | These Shares are held by CRK Partners, LLC ("CRK"). |
| (9) | These Shares are held in grantor retained annuity trusts, of which Mr. Lampert is the trustee. |
| (10) | 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. |
| (11) | These Shares are held by Mr. Lampert. |
| (12) | 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. |
| Remarks: 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. | |