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

UNITED
STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON,
DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[x] Rule 13d-1(c)

[_] Rule 13d-1(d)

__________

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

The information required in 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 (“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).

16,201,677 Common
Shares of Sears Canada Inc. (the “Common Shares”) are owned, in the aggregate, by Bruce R. Berkowitz (“Mr. Berkowitz”)
and various investment vehicles managed by Fairholme Capital Management, L.L.C. (“FCM”) of which 1,469,243 are owned
by The Fairholme Allocation Fund and 10,075,672 are owned by The Fairholme Fund, each a series of Fairholme Funds, Inc. Because
Mr. Berkowitz, in his capacity as the controlling person of the sole member of FCM or as President of Fairholme Funds, Inc., has
voting or dispositive power over all shares beneficially owned by FCM, he is deemed to have beneficial ownership of all such shares
so reported herein.

While the advisory relationship causes attribution
to Mr. Berkowitz, Fairholme Funds, Inc. or FCM of certain indicia of beneficial ownership for the limited purpose of this Schedule
13G, Mr. Berkowitz, Fairholme Funds, Inc. and FCM hereby disclaim ownership of these Common Shares for purposes of interpretations
under the Internal Revenue Code of 1986, as amended, or for any other purpose, except to the extent of their pecuniary interest.

Mr. Berkowitz additionally beneficially owns
342,960 Common Shares in his individual capacity.

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.

The original statement shall be signed by each person on
whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority
to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.

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

Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G/A dated August 24,
2017 relating to the Common Shares of Sears Canada Inc., shall be filed on behalf of the undersigned.

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,
that the undersigned constitutes and appoints Paul R. Thomson, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his capacity as the controlling person of the sole member of Fairholme Capital
Management, LLC, for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite
and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of
Attorney shall continue effective until revoked by me at any time.

Dated this 24th day of August, 2017.

Fairholme Capital Management, LLC

By: Fairholme Holdings, LLC, Sole Member