Edgar Filing: SEARS HOLDINGS CORP

AMENDMENT #42 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 42) *

Sears Holdings Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

812350106

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 29, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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 27,351,963 (1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 27,351,963 (1)
		10.	Shared Dispositive Power 36,316,204(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 63,668,167 (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) 56.9% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	Includes 5,359,323 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 6,327,180 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 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015, and 5,359,323 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.


CUSIP No. 812350106


1.	Names of Reporting Persons. SPE I Partners, LP
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 150,124
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 150,124
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 150,124
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.1% (1)
14.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015.


CUSIP No. 812350106


1.	Names of Reporting Persons. SPE Master I, LP
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 193,341
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 193,341
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 193,341
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.2% (1)
14.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015.


CUSIP No. 812350106


1.	Names of Reporting Persons. RBS 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 27,695,428 (1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 27,695,428 (1)
		10.	Shared Dispositive Power 36,316,204 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 64,011,632 (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) 57.2% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	Includes 5,359,323 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 6,327,180 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 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015, and an aggregate of 5,359,323 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 Reporting Persons. ESL Institutional 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 12,573 (1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 12,573 (1)
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,573 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.0% (2)
14.	Type of Reporting Person (See Instructions) PN

(1)	Includes 2,343 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)

Based upon 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015, and 2,343 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.


CUSIP No. 812350106


1.	Names of Reporting Persons. RBS Investment Management, L.L.C.
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 12,573 (1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 12,573 (1)
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,573 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.0% (2)
14.	Type of Reporting Person (See Instructions) OO

(1)	Includes 2,343 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)

Based upon 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015, and 2,343 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 Reporting Persons. CRK Partners, LLC
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 902 (1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 902 (1)
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 902 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.0% (2)
14.	Type of Reporting Person (See Instructions) OO

(1)	Includes 155 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)

Based upon 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015, and 155 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.


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 27,708,903 (1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 27,708,903 (1)
		10.	Shared Dispositive Power 36,316,204 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 64,025,107 (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) 57.2% (3)
14.	Type of Reporting Person (See Instructions) CO

(1)	Includes an aggregate of 5,361,821 shares of Holdings Common Stock that may be acquired by certain of the reporting persons within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.

(2)	Includes an aggregate of 6,327,180 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 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015, and an aggregate of 5,361,821 shares of Holdings Common Stock that may be acquired by certain of the reporting persons within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.


CUSIP No. 812350106


1.	Names of Reporting Persons. Edward S. Lampert
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; PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 64,025,107 (1)(2)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 27,708,903 (1)
		10.	Shared Dispositive Power 36,316,204 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 64,025,107 (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) 54.1% (3)
14.	Type of Reporting Person (See Instructions) IN

(1)	Includes an aggregate of 5,361,821 shares of Holdings Common Stock that may be acquired by certain of the reporting persons within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.

(2)	Includes an aggregate of 6,327,180 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.

(3)

Based upon 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015, and an aggregate of 11,689,001 shares of Holdings Common Stock that may be acquired by the reporting persons within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.

This Amendment No. 42 to Schedule 13D (this “Amendment”) relates to common shares, par value $0.01 per share (the “Holdings Common Stock”), of Sears Holdings Corporation, a Delaware corporation (“Holdings”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), CRK Partners, LLC, a Delaware limited liability company (“CRK LLC”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (“SEC”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

“In grants of shares of Holdings Common Stock by Holdings on August 31, 2015 and September 30, 2015, pursuant to the Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 23,556 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as consideration for serving as Chief Executive Officer and no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.

In grants of shares of Holdings Common Stock by Holdings on August 31, 2015 and September 30, 2015, pursuant to the Seritage Awards, Mr. Lampert acquired an additional 2,966 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock pursuant to the Seritage Awards and no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.

In various open market purchases between August 20, 2015 and September 30, 2015, Mr. Lampert acquired an aggregate of 1,301,779 shares of Holdings Common Stock for aggregate consideration of approximately $31,077,462 (excluding commissions) using personal funds.”

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to Holdings or securities of Holdings for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of Holdings or otherwise with respect to Holdings or any securities of Holdings or (ii) a member of any syndicate or group with respect to Holdings or any securities of Holdings.

As of the time of filing on October 1, 2015, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock set forth in the table below.


REPORTING PERSON	NUMBER OF SHARES BENEFICIALLY OWNED			PERCENTAGE OF OUTSTANDING SHARES			SOLE VOTING POWER			SHARED VOTING POWER		SOLE DISPOSITIVE POWER			SHARED DISPOSITIVE POWER
ESL Partners, L.P.		63,668,167	(1)(2)		56.9	%(3)		27,351,963	(2)		0		27,351,963	(2)		36,316,204	(1)
SPE I Partners, LP		150,124			0.1	%		150,124			0		150,124			0
SPE Master I, LP		193,341			0.2	%		193,341			0		193,341			0
RBS Partners, L.P.		64,011,632	(1)(4)		57.2	%(5)		27,695,428	(4)		0		27,695,428	(4)		36,316,204	(1)
ESL Institutional Partners, L.P.		12,573	(6)		0.0	%(7)		12,573	(6)		0		12,573	(6)		0
RBS Investment Management, L.L.C.		12,573	(8)		0.0	%(9)		12,573	(8)		0		12,573	(8)		0
CRK Partners, LLC		902	(10)		0.0	%(11)		902	(10)		0		902	(10)		0
ESL Investments, Inc.		64,025,107	(1)(12)		57.2	%(13)		27,708,903	(12)		0		27,708,903	(12)		36,316,204	(1)
Edward S. Lampert		64,025,107	(1)(14)		54.1	%(15)		64,025,107	(1)(14)		0		27,708,903	(14)		36,316,204	(1)

(1)

This number includes 29,989,024 shares of Holdings Common Stock held by Mr. Lampert and 6,327,180 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the Warrants held by Mr. Lampert. Partners has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.

(2)	This number includes 21,992,640 shares of Holdings Common Stock held by Partners and 5,359,323 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners.

(3)

(4)

(5)

(6)	This number includes 10,230 shares of Holdings Common Stock held by Institutional and 2,343 shares of Holdings Common Stock that Institutional has the right to acquire within 60 days pursuant to the Warrants held by Institutional.

(7)

(8)

This number includes 10,230 shares of Holdings Common Stock held by Institutional and 2,343 shares of Holdings Common Stock that Institutional has the right to acquire within 60 days pursuant to the Warrants held by Institutional. RBSIM is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Institutional.

(9)

(10)	This number includes 747 shares of Holdings Common Stock held by CRK LLC and 155 shares of Holdings Common Stock that CRK LLC has the right to acquire within 60 days pursuant to the Warrants held by CRK LLC.

(11)

(12)

This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 5,359,323 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners, 150,124 shares of Holdings Common Stock held by SPE I, 193,341 shares of Holdings Common Stock held by SPE Master I, 10,230 shares of Holdings Common Stock held by Institutional, 2,343 shares of Holdings Common Stock that Institutional has the right to acquire within 60 days pursuant to the Warrants held by Institutional, 747 shares of Holdings Common Stock held by CRK LLC and 155 shares of Holdings Common Stock that CRK LLC has the right to acquire within 60 days pursuant to the Warrants held by CRK LLC. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. ESL is the manager of, and may be deemed to indirectly beneficially own securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own securities owned by, CRK LLC.

(13)

This is based upon 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015, the 5,359,323 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners, the 2,343 shares of Holdings Common Stock that Institutional has the right to acquire within 60 days pursuant to the Warrants held by Institutional, and the 155 shares of Holdings Common Stock that CRK LLC has the right to acquire within 60 days pursuant to the Warrants held by CRK LLC. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. ESL is the manager of, and may be deemed to indirectly beneficially own securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own securities owned by, CRK LLC.

(14)

This number includes 21,992,640 shares of Holdings Common Stock held by Partners, 5,359,323 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners, 150,124 shares of Holdings Common Stock held by SPE I, 193,341 shares of Holdings Common Stock held by SPE Master I, 10,230 shares of Holdings Common Stock held by Institutional, 2,343 shares of Holdings Common Stock that Institutional has the right to acquire within 60 days pursuant to the Warrants held by Institutional, 747 shares of Holdings Common Stock held by CRK LLC and 155 shares of Holdings Common Stock that CRK LLC has the right to acquire within 60 days pursuant to the Warrants held by CRK LLC. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, ESL.

(15)

This is based upon 106,639,657 shares of Holdings Common Stock outstanding as of August 14, 2015, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, that was filed by Holdings with the SEC on August 20, 2015, the 6,327,180 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the Warrants held by Mr. Lampert, the 5,359,323 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners, the 2,343 shares of Holdings Common Stock that Institutional has the right to acquire within 60 days pursuant to the Warrants held by Institutional, and the 155 shares of Holdings Common Stock that CRK LLC has the right to acquire within 60 days pursuant to the Warrants held by CRK LLC. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, ESL.

(c)	Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d)	Not applicable.

(e)	Not applicable.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: October 1, 2015	ESL PARTNERS, L.P.

	By: RBS Partners, L.P., as its general partner

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	SPE I PARTNERS, LP

	By: RBS Partners, L.P., as its general partner

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	SPE MASTER I, LP

	By: RBS Partners, L.P., as its general partner

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	RBS PARTNERS, L.P.

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	ESL INSTITUTIONAL PARTNERS, L.P.

	By: RBS Investment Management, L.L.C., as its general partner

	By: ESL Investments, Inc., as its manager

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer


RBS INVESTMENT MANAGEMENT, L.L.C.

By: ESL Investments, Inc., as its manager

By:		/s/ Edward S. Lampert
Name:		Edward S. Lampert
Title:		Chief Executive Officer

CRK PARTNERS, LLC

By: ESL Investments, Inc., as its sole member

By:		/s/ Edward S. Lampert
Name:		Edward S. Lampert
Title:		Chief Executive Officer

ESL INVESTMENTS, INC.

By:		/s/ Edward S. Lampert
Name:		Edward S. Lampert
Title:		Chief Executive Officer

EDWARD S. LAMPERT

By:		/s/ Edward S. Lampert

ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SEARS HOLDINGS CORPORATION


Entity	Date of Transaction	Description of Transaction	Shares Acquired		Shares Disposed	Price Per Share
Edward S. Lampert	08/20/2015	Open Market Purchase		221,482		$	22.5917
Edward S. Lampert	08/21/2015	Open Market Purchase		155,090		$	22.6477
Edward S. Lampert	08/31/2015	Grant of Shares Pursuant to a Letter between Edward S. Lampert and Holdings		11,778		$	0
Edward S. Lampert	08/31/2015	Grant of Shares Pursuant to the Seritage Awards		1,483		$	0
Edward S. Lampert	09/14/2015	Open Market Purchase		127,446		$	25.1712
Edward S. Lampert	09/15/2015	Open Market Purchase		79,478		$	25.1604
Edward S. Lampert	09/16/2015	Open Market Purchase		6,200		$	25.0742
Edward S. Lampert	09/18/2015	Open Market Purchase		33,817		$	25.3891
Edward S. Lampert	09/23/2015	Open Market Purchase		15,762		$	24.9957
Edward S. Lampert	09/24/2015	Open Market Purchase		106,893		$	24.8406
Edward S. Lampert	09/25/2015	Open Market Purchase		111,000		$	24.9585
Edward S. Lampert	09/28/2015	Open Market Purchase		150,000		$	24.2066
Edward S. Lampert	09/29/2015	Open Market Purchase		144,611		$	23.7858
Edward S. Lampert	09/30/2015	Grant of Shares Pursuant to a Letter between Edward S. Lampert and Holdings		11,778		$	0
Edward S. Lampert	09/30/2015	Grant of Shares Pursuant to the Seritage Awards		1,483		$	0
Edward S. Lampert	09/30/2015	Open Market Purchase		150,000		$	22.9955