13D Filing: Fairholme (FAIRX) and Sears Canada Inc. (SRSCQ)

CUSIP No.

81234D109

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Fairholme Capital Management, L.L.C.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[__]

(b)

[X]

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

AF

5.

CHECK BOX 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

0

8.

SHARED VOTING POWER

17,087,893

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

[_]

21,090,483

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,090,483

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.7%

14.

TYPE OF REPORTING PERSON*

IA