Page 10 of 18 – SEC Filing
(a)-(b) Each Reporting Person declares that neither the filing of this statement 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 statement.
Each Reporting Person may be deemed to be a member of a group with respect to Holdings or securities of Holdings for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement 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 Holdings or
otherwise with respect to Holdings or any securities of Holdings or (ii) a member of any syndicate or group with respect to Holdings or any securities of Holdings.
As of the time of filing on April 12, 2016, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock
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.
64,174,909 (1)(2) 57.5 % (3) 26,801,105 (2) 0 26,801,105 (2) 37,373,804 (1) SPE I Partners, LP
150,124 0.1 % 150,124 0 150,124 0 SPE Master I, LP
193,341 0.2 % 193,341 0 193,341 0 RBS Partners, L.P.
64,518,374 (1)(4) 57.8 % (5) 27,144,570 (4) 0 27,144,570 (4) 37,373,804 (1) ESL Investments, Inc.
64,518,374 (1)(6) 57.8 % (7) 27,144,570 (6) 0 27,144,570 (6) 37,373,804 (1) Edward S. Lampert
64,518,374 (1)(8) 54.7 % (9) 64,518,374 (1)(8) 0 27,144,570 (8) 37,373,804 (1)
(1) This number includes 31,045,117 shares of Holdings Common Stock held by Mr. Lampert and 6,328,687 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the
Warrants held by Mr. Lampert. Partners has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned 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 21,992,640 shares of Holdings Common Stock held by Partners and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners.
(3) This is based upon 106,767,902 shares of Holdings Common Stock outstanding as of March 21, 2016, as disclosed in Holdings Proxy Statement on Schedule 14A, that was filed by Holdings with the SEC on
April 1, 2016, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners.
(4) This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners, SPE I
and SPE Master I.
(5) This is based upon 106,767,902 shares of Holdings Common Stock outstanding as of March 21, 2016, as disclosed in Holdings Proxy Statement on Schedule 14A, that was filed by Holdings with the SEC on
April 1, 2016, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own
securities owned by, Partners.
(a)-(b) Each Reporting Person declares that neither the filing of this statement 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 statement.
Each Reporting Person may be deemed to be a member of a group with respect to Holdings or securities of Holdings for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement 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 Holdings or
otherwise with respect to Holdings or any securities of Holdings or (ii) a member of any syndicate or group with respect to Holdings or any securities of Holdings.
As of the time of filing on April 12, 2016, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock
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. | 64,174,909 | (1)(2) | 57.5 | % (3) | 26,801,105 | (2) | 0 | 26,801,105 | (2) | 37,373,804 | (1) | |||||||||||||
| SPE I Partners, LP | 150,124 | 0.1 | % | 150,124 | 0 | 150,124 | 0 | |||||||||||||||||
| SPE Master I, LP | 193,341 | 0.2 | % | 193,341 | 0 | 193,341 | 0 | |||||||||||||||||
| RBS Partners, L.P. | 64,518,374 | (1)(4) | 57.8 | % (5) | 27,144,570 | (4) | 0 | 27,144,570 | (4) | 37,373,804 | (1) | |||||||||||||
| ESL Investments, Inc. | 64,518,374 | (1)(6) | 57.8 | % (7) | 27,144,570 | (6) | 0 | 27,144,570 | (6) | 37,373,804 | (1) | |||||||||||||
| Edward S. Lampert | 64,518,374 | (1)(8) | 54.7 | % (9) | 64,518,374 | (1)(8) | 0 | 27,144,570 | (8) | 37,373,804 | (1) | |||||||||||||
| (1) | This number includes 31,045,117 shares of Holdings Common Stock held by Mr. Lampert and 6,328,687 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the Warrants held by Mr. Lampert. Partners has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned 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 21,992,640 shares of Holdings Common Stock held by Partners and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. |
| (3) | This is based upon 106,767,902 shares of Holdings Common Stock outstanding as of March 21, 2016, as disclosed in Holdings Proxy Statement on Schedule 14A, that was filed by Holdings with the SEC on April 1, 2016, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. |
| (4) | This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners, SPE I and SPE Master I. |
| (5) | This is based upon 106,767,902 shares of Holdings Common Stock outstanding as of March 21, 2016, as disclosed in Holdings Proxy Statement on Schedule 14A, that was filed by Holdings with the SEC on April 1, 2016, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners. |
