Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Powell William A.
   2. Issuer Name and Ticker or Trading Symbol
Sears Hometown & Outlet Stores, Inc. [SHOS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President and COO
(Last)
(First)
(Middle)
5500 TRILLIUM BOULEVARD, SUITE 501		 3. Date of Earliest Transaction (Month/Day/Year)
10/08/2012
(Street)

HOFFMAN ESTATES, IL 60192		 4. If Amendment, Date Original Filed(Month/Day/Year)
10/16/2012		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/08/2012   M(1)   191 (2) (3) A $ 15 191 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subscription rights to purchase common stock $ 3.27 10/08/2012   M(1)(4)     839 09/11/2012 10/08/2012 Common Stock 191 $ 0 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Powell William A.
5500 TRILLIUM BOULEVARD
SUITE 501
HOFFMAN ESTATES, IL 60192		       Senior Vice President and COO  

Signatures

 /s/ Charles J. Hansen, as Attorney-in-Fact for William A. Powell   03/17/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person exercised subscription rights issued to him by Sears Holdings Corporation to purchase shares of common stock on October 8, 2012.
(2) Represents shares acquired pursuant to the exercise of the basic subscription rights as well as shares acquired pursuant to the oversubscription privilege related to such subscription rights. The Reporting Person requested to purchase additional shares in connection with the oversubscription privilege related to such subscription rights and received notification of the additional shares allocated to him pursuant to the oversubscription privilege on October 12, 2012.
(3) The Reporting Person is filing this amended Form 4 to reflect the acquisition of 1 share of common stock that was previously unreported due to an administrative error. The 1 share was purchased pursuant to the exercise of subscription rights acquired from Sears Holdings Corporation.
(4) The price per whole share of Sears Hometown and Outlet Stores, Inc. common stock was $15.00. Each subscription right entitled the Reporting Person to purchase from Sears Holdings Corporation 0.218091 of a share of Sears Hometown and Outlet Stores, Inc. common stock.

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