Form 4 SEARS HOLDINGS CORP For: Dec 30 Filed by: SPE I Partners, L.P.

January 4, 2017 5:27 PM EST

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

LAMPERT EDWARD S

(Last)

(First)

(Middle)

1170 KANE CONCOURSE, SUITE 200

(Street)

BAY HARBOR ISLANDS

33154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SEARS HOLDINGS CORP [ SHLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/30/2016		A		22,124 ⁽¹⁾	A	$ 0	31,244,233	D ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock, par value $0.01 per share								21,992,640	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock, par value $0.01 per share								150,124	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾
Common Stock, par value $0.01 per share								193,341	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁸⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

2. This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

3. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

4. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.

5. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

6. Represents Shares directly beneficially owned by Partners.

7. Represents Shares directly beneficially owned by SPE I.

8. Represents Shares directly beneficially owned by SPE Master I.

Remarks:

Exhibit Index
Exhibit 99.1 - Joint Filer Information (filed herewith)
Exhibit 99.2 - Joint Filing Agreement (filed herewith)

	EDWARD S. LAMPERT, By: /s/ Edward S. Lampert	01/04/2017
	** Signature of Reporting Person	Date
	ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	01/04/2017
	** Signature of Reporting Person	Date
	SPE I PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	01/04/2017
	** Signature of Reporting Person	Date
	SPE MASTER I, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	01/04/2017
	** Signature of Reporting Person	Date
	RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	01/04/2017
	** Signature of Reporting Person	Date
	ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	01/04/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                    EXHIBIT 99.1

                             JOINT FILER INFORMATION

                            Other Reporting Person(s)

1.      ESL PARTNERS, L.P.

Item                                   Information

Name:                                  ESL Partners, L.P.

Address:                               1170 Kane Concourse, Suite 200,
                                       Bay Harbor Islands, FL 33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      December 30, 2016
(Month/Day/Year):

Issuer Name and Ticker or Trading      Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:                             By:     RBS Partners, L.P.
                                       Its:    General Partner

                                       By:     ESL Investments, Inc.
                                       Its:    General Partner

                                       By:     /s/ Edward S. Lampert
                                               ----------------------------
                                       Name:   Edward S. Lampert
                                       Title:  Chief Executive Officer
                                       Date:   January 4, 2017



2.      SPE I PARTNERS, LP

Item                                   Information

Name:                                  SPE I Partners, LP

Address:                               1170 Kane Concourse, Suite 200,
                                       Bay Harbor Islands, FL 33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      December 30, 2016
(Month/Day/Year):

Issuer Name and Ticker or Trading      Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:                             By:     RBS Partners, L.P.
                                       Its:    General Partner

                                       By:     ESL Investments, Inc.
                                       Its:    General Partner

                                       By:     /s/ Edward S. Lampert
                                               ----------------------------
                                       Name:   Edward S. Lampert
                                       Title:  Chief Executive Officer
                                       Date:   January 4, 2017


3.      SPE MASTER I, LP

Item                                   Information

Name:                                  SPE Master I, LP

Address:                               1170 Kane Concourse, Suite 200,
                                       Bay Harbor Islands, FL 33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      December 30, 2016
(Month/Day/Year):

Issuer Name and Ticker or Trading      Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:                             By:     RBS Partners, L.P.
                                       Its:    General Partner

                                       By:     ESL Investments, Inc.
                                       Its:    General Partner

                                       By:     /s/ Edward S. Lampert
                                               ----------------------------
                                       Name:   Edward S. Lampert
                                       Title:  Chief Executive Officer
                                       Date:   January 4, 2017


4.      RBS PARTNERS, L.P.

Item                                   Information

Name:                                  RBS Partners, L.P.

Address:                               1170 Kane Concourse, Suite 200,
                                       Bay Harbor Islands, FL 33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      December 30, 2016
(Month/Day/Year):

Issuer Name and Ticker or Trading      Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:                             By:     ESL Investments, Inc.
                                       Its:    General Partner

                                       By:     /s/ Edward S. Lampert
                                               ----------------------------
                                       Name:   Edward S. Lampert
                                       Title:  Chief Executive Officer
                                       Date:   January 4, 2017


5.      ESL INVESTMENTS, INC.

Item                                   Information

Name:                                  ESL Investments, Inc.

Address:                               1170 Kane Concourse, Suite 200,
                                       Bay Harbor Islands, FL 33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      December 30, 2016
(Month/Day/Year):

Issuer Name and Ticker or Trading      Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:
                                       By:     /s/ Edward S. Lampert
                                               ----------------------------
                                       Name:   Edward S. Lampert
                                       Title:  Chief Executive Officer
                                       Date:   January 4, 2017

                                                                    EXHIBIT 99.2


                             JOINT FILING AGREEMENT

                                 January 4, 2017

        Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

        IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date set forth below.

        Date: January 4, 2017           EDWARD S. LAMPERT

                                        By:     /s/ Edward S. Lampert
                                                -----------------------------

                                        ESL PARTNERS, L.P.

                                        By:     RBS Partners, L.P.
                                        Its:    General Partner

                                        By:     ESL Investments, Inc.
                                        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.
                                        Its:    General Partner

                                        By:     ESL Investments, Inc.
                                        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.
                                        Its:    General Partner

                                        By:     ESL Investments, Inc.
                                        Its:    General Partner

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

                                        RBS PARTNERS, L.P.

                                        By:     ESL Investments, Inc.
                                        Its:    General Partner

                                        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

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