13D Filing: Fairholme (FAIRX) and Sears Holdings Corp (SHLD)

Item 5.

Interest in Securities of the Issuer.

(a-e) As of the date hereof, Fairholme may be deemed to
be the beneficial owner of 25,424,540 Shares (23.7%) of the Issuer, based upon the 107,445,403 Shares outstanding as
of August 18, 2017, according to the Issuer. Fairholme has the sole power to vote or direct the vote of 0 Shares,
Fairholme has the shared power to vote or direct the vote of 17,721,873 Shares, Fairholme has the sole power to dispose
or direct the disposition of 0 Shares and Fairholme has the shared power to dispose or direct the disposition of 25,424,540
Shares to which this filing relates.

The Fund may be deemed to be the beneficial owner of 16,291,673 Shares (15.2%) of the Issuer, based upon the 107,445,403 Shares outstanding as of August 18, 2017, according to the Issuer. The Fund has the sole power to vote or direct the vote of 0 Shares, the Fund has the shared power to vote or direct the vote of 16,291,673 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and the Fund has the shared power to dispose or direct the disposition of 16,291,673 Shares to which this filing relates. Of the 16,291,673 Shares deemed to be beneficially owned by the Fund, 14,497,773 are owned by The Fairholme Fund and 1,793,900 are owned by The Fairholme Allocation Fund, each a series of the Fund.

Mr. Berkowitz may be deemed to be the beneficial owner of
28,012,172 Shares (26.1%) of the Issuer, based upon the 107,445,403 Shares outstanding as of August 18, 2017, according
to the Issuer. Mr. Berkowitz has the sole power to vote or direct the vote of 2,587,632 Shares, Mr. Berkowitz has
the shared power to vote or direct the vote of 17,721,873 Shares, Mr. Berkowitz has the sole power to dispose or direct
the disposition of 2,587,632 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of
25,424,540 Shares to which this filing relates.

Other than the pro-rata in-kind distributions
of Shares by a private investment fund managed by Fairholme to its limited partners as set
forth in Exhibit 99.2, there were no other transactions in the Shares during the last 60 days
by the Reporting Persons.

The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1

Joint Filing Statement

Exhibit 99.2

A description of the transactions in the Shares that were effected by the Reporting Persons during the last 60 days.

13D Filing: Fairholme (FAIRX) and Sears Holdings Corp (SHLD)

Published on October 17, 2017 at 11:55 am by Insider Monkey Staff in Hedge Funds

Page 6 of 10 – SEC Filing

Follow Sears Holdings Corp (NASDAQ:SHLD)

Follow Sears Holdings Corp (NASDAQ:SHLD)

AI Fire Sale: Insider Monkey’s #1 AI Stock Pick Is On A Steep Discount

Published on January 2, 2025 at by Inan Dogan, PhD

A New Dawn is Coming to U.S. Stocks

Published on January 7, 2025 at by Insider Monkey Staff