Sears Holdings Corp (SHLD) Enters Into Loan Agreement with ESL Partners, Cascade Investments

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Page 2 of 18 – SEC Filing

CUSIP No. 812350106
  1.

Names of
Reporting Persons.

ESL Partners, L.P.

  2.

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

(a)  x        (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

26,801,105 (1)

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

26,801,105 (1)

10.

Shared Dispositive Power

37,373,804 (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

64,174,909 (1)(2)

12.

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

¨

13.

Percent of Class Represented by Amount
in Row (11)

57.5% (3)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,687 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) 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 may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.

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