Filing Details
- Accession Number:
- 0000919574-16-015819
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-10-11 17:53:18
- Reporting Period:
- 2016-10-07
- Filing Date:
- 2016-10-11
- Accepted Time:
- 2016-10-11 17:53:18
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1310067 | Sears Holdings Corp | SHLD | () | DE |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1056831 | Fairholme Capital Management Llc | 4400 Biscayne Boulevard 9Th Floor Miami FL 33137 | Yes | No | Yes | No | |
| 1214344 | R Bruce Berkowitz | C/O Fairholme Capital Management, L.l.c. 4400 Biscayne Boulevard, 9Th Floor Miami FL 33137 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares, $.01 Par Value | Disposition | 2016-10-07 | 11,700 | $11.68 | 27,756,048 | No | 4 | S | Indirect | See Footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | See Footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.01 | Warrants to Purchase Common Stock, par value $0.01 | Disposition | 2016-10-07 | 1,407 | $3.80 | 1,561 | $25.69 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 6,713,885 | 2014-11-18 | 2019-12-15 | No | 4 | S | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Shares, $.01 Par Value | 16,291,673 | Indirect | See Footnote |
| Common Shares, $.01 Par Value | 71,700 | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.01 | Warrants to Purchase Common Stock, par value $0.01 | $25.69 | 2014-11-18 | 2019-12-15 | 0 | 696,584 | Indirect |
| Common Stock, Par Value $0.01 | Warrants to Purchase Common Stock, par value $0.01 | $25.69 | 2014-11-18 | 2019-12-15 | 0 | 14,801 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2019-12-15 | 0 | 696,584 | Indirect |
| 2019-12-15 | 0 | 14,801 | Direct |
Footnotes
- The securities were held in an account managed by Fairholme Capital Management, LLC ("Fairholme") and were sold pursuant to client instructions. Fairholme does not have any direct or indirect pecuniary interest in the managed account because Fairholme (i) does not receive any incentive compensation from the managed account and (ii) does not have a direct or indirect interest in the managed account.
- The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz ("Mr. Berkowitz") because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to separate series of a registered investment company and certain private funds and managed accounts. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- The reported securities are directly owned by The Fairholme Fund and The Fairholme Allocation Fund (each, a "Fund"), each a series of Fairholme Funds, Inc. The securities may be deemed to be beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to each Fund and certain private funds and managed accounts. Each Fund and the Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Fund and the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- The reported securities are directly owned by Mr. Berkowitz.
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