13D Filing: ESL Partners and Sears Hometown & Outlet Stores, Inc. (SHOS)

A recent 13D filing with the Securities and Exchange Commission, Edward Lampert‘s ESL Partners owns 50.7% of Sears Hometown and Outlet Stores Inc (NASDAQ:SHOS). The filing showed that Mr. Lampert has recently acquired 363,989 shares in several open market transactions. Following the acquisition, Mr. Lampert and ESL own some 11.52 million shares of Sears Hometown and Outlet Stores.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
ESL Partners, 4,771,352 0 4,771,352 6,749,071 11,520,423 50.7%
RBS Partners, 4,771,352 0 4,771,352 6,749,071 11,520,423 50.7%
ESL Investments, Inc. 4,771,352 0 4,771,352 6,749,071 11,520,423 50.7%
Edward S. Lampert 11,520,423 0 4,771,352 6,749,071 11,520,423 50.7%

Page 1 of 10 SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Sears
Hometown and Outlet Stores, Inc.

(Name of Issuer)

Common Stock

(Title of
Class of Securities)

812362101

(CUSIP Number)

Janice V.
Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 9, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).

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Page 2 of 10 SEC Filing


CUSIP No. 812362101
  1. 

Names of
Reporting Persons.

ESL Partners, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  þ        (b)  ¨

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

  6.

Citizenship or Place of
Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

4,771,352

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

4,771,352

10.

Shared Dispositive Power

6,749,071

11. 

Aggregate Amount Beneficially Owned by Each Reporting Person

11,520,423

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ¨

13.

Percent of Class Represented by Amount
in Row (11)

50.7% (1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Based upon 22,721,560 shares of Common Stock outstanding as of December 1, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended October 31, 2015 that was filed by the
Issuer with the Securities and Exchange Commission on December 4, 2015.

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Page 3 of 10 SEC Filing


CUSIP No. 812362101
  1. 

Names of
Reporting Persons.

RBS Partners, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  þ        (b)  ¨

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

  6.

Citizenship or Place of
Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

4,771,352

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

4,771,352

10.

Shared Dispositive Power

6,749,071

11. 

Aggregate Amount Beneficially Owned by Each Reporting Person

11,520,423

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ¨

13.

Percent of Class Represented by Amount
in Row (11)

50.7% (1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Based upon 22,721,560 shares of Common Stock outstanding as of December 1, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended October 31, 2015 that was filed by the
Issuer with the Securities and Exchange Commission on December 4, 2015.

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Page 4 of 10 SEC Filing


CUSIP No. 812362101
  1. 

Names of
Reporting Persons.

ESL Investments, Inc.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  þ        (b)  ¨

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

  6.

Citizenship or Place of
Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

4,771,352

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

4,771,352

10.

Shared Dispositive Power

6,749,071

11. 

Aggregate Amount Beneficially Owned by Each Reporting Person

11,520,423

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ¨

13.

Percent of Class Represented by Amount
in Row (11)

50.7% (1)

14.

Type of Reporting Person (See
Instructions)

CO

(1) Based upon 22,721,560 shares of Common Stock outstanding as of December 1, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended October 31, 2015 that was filed by the
Issuer with the Securities and Exchange Commission on December 4, 2015.

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Page 5 of 10 SEC Filing


CUSIP No. 812362101
  1. 

Names of
Reporting Persons.

Edward S. Lampert

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  þ        (b)  ¨

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO; PF

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

  6.

Citizenship or Place of
Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

11,520,423

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

4,771,352

10.

Shared Dispositive Power

6,749,071

11. 

Aggregate Amount Beneficially Owned by Each Reporting Person

11,520,423

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ¨

13.

Percent of Class Represented by Amount
in Row (11)

50.7% (1)

14.

Type of Reporting Person (See
Instructions)

IN

(1) Based upon 22,721,560 shares of Common Stock outstanding as of December 1, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended October 31, 2015 that was filed by the
Issuer with the Securities and Exchange Commission on December 4, 2015.

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Page 6 of 10 SEC Filing


This Amendment No. 8 to Schedule 13D (this Amendment No. 8) relates to
shares of common stock, par value $0.01 per share (the Common Stock), of Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the Issuer). This Amendment No. 8 amends the Schedule 13D, as previously amended,
filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), SPE I Partners, LP, a Delaware limited partnership, SPE Master I, LP, a Delaware limited partnership, RBS Partners, L.P.,
a Delaware limited partnership (RBS), ESL Institutional Partners, L.P., a Delaware limited partnership, RBS Investment Management, L.L.C., a Delaware limited liability company, CRK Partners, LLC, a Delaware limited liability company, ESL
Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment No. 8, all previous Items are unchanged.
Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously filed with the Securities and Exchange Commission.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and
supplemented as follows:

In various open market purchases between January 8, 2016 and February 10, 2016, Mr. Lampert
acquired an aggregate of 363,989 shares of Common Stock for aggregate consideration of approximately $2,162,285 (excluding commissions) using personal funds.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its
entirety as follows:

(a)-(b) Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of the time of filing on February 11, 2016, the Reporting Persons may be deemed to beneficially own the shares of Common Stock of the
Issuer set forth in the table below.

REPORTING

PERSON

NUMBER OF
SHARES
BENEFICIALLY
OWNED
PERCENTAGE
OF
OUTSTANDING
SHARES
SOLE VOTING
POWER
SHARED
VOTING
POWER
SOLE
DISPOSITIVE
POWER
SHARED
DISPOSITIVE
POWER

ESL Partners, L.P.

11,520,423 (1) 50.7 % 4,771,352 0 4,771,352 6,749,071 (1)

RBS Partners, L.P.

11,520,423 (1)(2) 50.7 % 4,771,352 (2) 0 4,771,352 (2) 6,749,071 (1)

ESL Investments, Inc.

11,520,423 (1)(3) 50.7 % 4,771,352 (3) 0 4,771,352 (3) 6,749,071 (1)

Edward S. Lampert

11,520,423 (1)(4) 50.7 % 11,520,423 (1)(4) 0 4,771,352 (3) 6,749,071 (1)

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Page 7 of 10 SEC Filing


(1) This number includes 6,749,071 shares of Common Stock held by Mr. Lampert. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities held by
Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have
shared dispositive power over, and to indirectly beneficially own, such securities.
(2) This number includes 4,771,352 shares of Common Stock held by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners.
(3) This number includes 4,771,352 shares of Common Stock held by Partners. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS.
(4) This number includes 4,771,352 shares of Common Stock held by Partners. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by,
ESL.

(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on
that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not
applicable.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its
entirety as follows:

The following exhibits are filed as exhibits hereto:

Exhibit

Description of Exhibit

99.2 Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.2 to the Schedule 13D relating to the Common Stock of the Issuer filed on September 12, 2012 by
the Reporting Persons, SPE I Partners, LP, SPE Master I, LP, ESL Institutional Partners, L.P., RBS Investment Management, L.L.C. and CRK Partners, LLC with the Securities and Exchange Commission).
99.6 Joint Filing Agreement (incorporated by reference to Exhibit 99.6 to the Schedule 13D relating to the Common Stock of the Issuer filed on January 5, 2016 by the Reporting Persons with the Securities and Exchange
Commission).

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Page 8 of 10 SEC Filing


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.

Date: February 11, 2016

ESL PARTNERS, L.P.
By: RBS Partners, L.P., as its general partner
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
RBS PARTNERS, L.P.
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
ESL INVESTMENTS, INC.
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
EDWARD S. LAMPERT
By:

/s/ Edward S. Lampert

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Page 9 of 10 SEC Filing


EXHIBIT INDEX

Exhibit

Description of Exhibit

99.2 Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.2 to the Schedule 13D relating to the Common Stock of the Issuer filed on September 12, 2012 by
the Reporting Persons, SPE I Partners, LP, SPE Master I, LP, ESL Institutional Partners, L.P., RBS Investment Management, L.L.C. and CRK Partners, LLC with the Securities and Exchange Commission).
99.6 Joint Filing Agreement (incorporated by reference to Exhibit 99.6 to the Schedule 13D relating to the Common Stock of the Issuer filed on January 5, 2016 by the Reporting Persons with the Securities and Exchange
Commission).

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Page 10 of 10 SEC Filing


ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF SEARS

HOMETOWN AND OUTLET STORES, INC.

Entity

Date of
Transaction
Description
of Transaction
Shares
Acquired
Shares
Disposed
Price
Per Share

Edward S. Lampert

01/08/2016 Open Market Purchase 16,244 $ 7.8607

Edward S. Lampert

01/12/2016 Open Market Purchase 4,700 $ 7.8912

Edward S. Lampert

01/13/2016 Open Market Purchase 27,111 $ 7.8574

Edward S. Lampert

01/14/2016 Open Market Purchase 5,550 $ 7.7500

Edward S. Lampert

01/15/2016 Open Market Purchase 13,633 $ 7.6391

Edward S. Lampert

01/20/2016 Open Market Purchase 46,651 $ 7.0868

Edward S. Lampert

02/09/2016 Open Market Purchase 239,866 $ 5.2226

Edward S. Lampert

02/10/2016 Open Market Purchase 10,234 $ 5.2764

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