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Filing Details

Accession Number:: 0000919574-16-017122
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-12-12 17:08:45
Reporting Period:: 2016-12-08

Filing Date:: 2016-12-12
Accepted Time:: 2016-12-12 17:08:45
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

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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	2016-12-08	21,400	$12.70	27,678,148	No	4	S	Indirect	See Footnote
Common Shares, $.01 Par Value	Disposition	2016-12-09	24,800	$11.96	27,653,348	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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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	2016-12-09	3,132	$3.70	3,476	$25.69

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,703,767	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

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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, L.L.C. ("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.
In addition to the 21,400 securities reported in Column 4, the amount reported in Column 5 accounts for 56,500 shares now held in an account over which the Reporting Persons no longer have beneficial ownership.
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 securities were held in accounts managed by Fairholme and were sold pursuant to client instructions. Fairholme does not have any direct or indirect pecuniary interest in the managed accounts because Fairholme (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts.
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.
In addition to the 3,132 derivative securities reported in Column 5, the amount reported in Column 9 accounts for 6,986 derivative securities now held in an account over which the Reporting Persons no longer have beneficial ownership.