Page 6 of 18 – SEC Filing
CUSIP No. 812350106
1. Names of
Reporting Persons.
ESL Investments, Inc.
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
27,144,570 (1)
8. Shared Voting Power
0
9. Sole Dispositive Power
27,144,570 (1)
10. Shared Dispositive Power
37,373,804 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
64,518,374 (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)
57.8% (3)
14. Type of Reporting Person (See
Instructions)
CO
(1) Includes 4,808,465 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.
(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 a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.
| CUSIP No. 812350106 |
| 1. | Names of ESL Investments, Inc. | |||||
| 2. | Check the Appropriate Box if a Member (a) x (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 27,144,570 (1) | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 27,144,570 (1) | |||||
| 10. | Shared Dispositive Power 37,373,804 (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 64,518,374 (1)(2) | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 57.8% (3) | |||||
| 14. | Type of Reporting Person (See CO | |||||
| (1) | Includes 4,808,465 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. |
| (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 a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock. |
