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Filing Details

Accession Number:: 0001209191-12-003365
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-01-11 19:09:24
Reporting Period:: 2012-01-09

Filing Date:: 2012-01-11
Accepted Time:: 2012-01-11 19:09:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1310067	Sears Holdings Corp	SHLD	Retail-Department Stores (5311)	201920798

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860585	/Ct P L Partners Rbs	200 Greenwich Avenue Greenwich CT 06830	No	No	Yes	No
923727	Esl Partners, L.p.	200 Greenwich Avenue Greenwich CT 06830	No	No	Yes	No
1126396	Esl Investments Inc	200 Greenwich Avenue Greenwich CT 06830	No	No	Yes	No
1183200	S Edward Lampert	200 Greenwich Avenue Greenwich CT 06830	Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-01-11	573,184	$0.00	573,184	No	4	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2012-01-11	573,184	$0.00	0	No	4	J	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-01-09	4,461,329	$29.20	21,670,883	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-01-09	214,288	$29.52	21,885,171	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-01-10	182,900	$30.40	22,068,071	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-01-11	12,012	$30.99	22,080,083	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-01-11	561,720	$0.00	22,641,803	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	J	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	38,107,718	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	10,230	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	747	Indirect	See Footnotes

Footnotes

These shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), are held by ESL Partners, L.P. ("Partners").
This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS and Partners. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS, the sole member of CRK and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments.
RBS Partners, L.P. ("RBS"), the managing member of ESL Investors, L.L.C. ("Investors"), acquired these Shares in a distribution from Investors in lieu of a cash payment for management fees.
These Shares are held by RBS.
RBS distributed these Shares, which were received in lieu of a cash payment for management fees from Investors, on a pro rata basis to its partners.
These Shares are held by ESL Institutional Partners, L.P. ("Institutional").
These Shares are held by CRK Partners, LLC ("CRK").
This price represents the price per Share of private purchases from Investors.
These Shares are held by Edward S. Lampert.
This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $29.13 to $29.65 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $30.15 to $30.50 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
These Shares were received in a pro rata distribution from RBS to its partners.