Form 4 SEARS HOLDINGS CORP For: Jun 30 Filed by: ESL INVESTMENTS, INC.

July 2, 2015 8:10 PM EDT

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)
06/30/2015

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	06/30/2015		A		11,778 ⁽¹⁾	A	$ 0	25,558,873	D ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock, par value $0.01 per share	06/30/2015		A		1,483 ⁽⁶⁾	A	$ 0	25,560,356	D ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock, par value $0.01 per share								21,992,640	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾
Common Stock, par value $0.01 per share								1,501,241 ⁽⁸⁾	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁹⁾
Common Stock, par value $0.01 per share								1,933,413	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽¹⁰⁾
Common Stock, par value $0.01 per share								10,230	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽¹¹⁾
Common Stock, par value $0.01 per share								747	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽¹²⁾

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 (the "2013 Stock Plan").

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"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC 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. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. 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 RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. 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 granted to Mr. Lampert pursuant to the 2013 Stock Plan. On June 30, 2015, the Issuer granted additional awards to holders of outstanding awards, including Mr. Lampert, under the 2013 Stock Plan.

7. Represents Shares directly beneficially owned by Partners.

8. As a result of a ministerial error, SPE I previously disclosed in the Form 4 filed by the reporting persons with the Securities and Exchange Commission on June 16, 2015 that it distributed 438,630 Shares on a pro rata basis to its partners, rather than the 438,631 Shares which were actually distributed to its partners.

9. Represents Shares directly beneficially owned by SPE I.

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

11. Represents Shares directly beneficially owned by Institutional.

12. Represents Shares directly beneficially owned by CRK LLC.

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	07/02/2015
	** 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	07/02/2015
	** 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	07/02/2015
	** 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	07/02/2015
	** 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	07/02/2015
	** Signature of Reporting Person	Date
	ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	07/02/2015
	** Signature of Reporting Person	Date
	RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	07/02/2015
	** Signature of Reporting Person	Date
	CRK PARTNERS, LLC, By: ESL Investments, Inc., Its: Sole Member, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	07/02/2015
	** Signature of Reporting Person	Date
	ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer	07/02/2015
	** 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    June 30, 2015
(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:    July 2, 2015


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    June 30, 2015
(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:    July 2, 2015


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    June 30, 2015
(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:    July 2, 2015


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    June 30, 2015
(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:    July 2, 2015


5.      ESL INSTITUTIONAL PARTNERS, L.P.

Item                                 Information

Name:                                ESL Institutional Partners, L.P.

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

Designated Filer:                    Edward S. Lampert

Date of Event Requiring Statement    June 30, 2015
(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 Investment Management, L.L.C.
                                     Its:     General Partner

                                     By:      ESL Investments, Inc.
                                     Its:     Manager

                                     By:      /s/ Edward S. Lampert
                                              ---------------------------------
                                     Name:    Edward S. Lampert
                                     Title:   Chief Executive Officer
                                     Date:    July 2, 2015


6.      RBS INVESTMENT MANAGEMENT, L.L.C.

Item                                 Information

Name:                                RBS Investment Management, L.L.C.

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

Designated Filer:                    Edward S. Lampert

Date of Event Requiring Statement    June 30, 2015
(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:     Manager

                                     By:      /s/ Edward S. Lampert
                                              ---------------------------------
                                     Name:    Edward S. Lampert
                                     Title:   Chief Executive Officer
                                     Date:    July 2, 2015


7.      CRK PARTNERS, LLC

Item                                 Information

Name:                                CRK Partners, LLC

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

Designated Filer:                    Edward S. Lampert

Date of Event Requiring Statement    June 30, 2015
(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:     Sole Member

                                     By:      /s/ Edward S. Lampert
                                              ---------------------------------
                                     Name:    Edward S. Lampert
                                     Title:   Chief Executive Officer
                                     Date:    July 2, 2015


8.      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    June 30, 2015
(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:    July 2, 2015

                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                                  July 2, 2015

        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: July 2, 2015            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 INSTITUTIONAL PARTNERS, L.P.

                                      By:      RBS Investment Management, L.L.C.
                                      Its:     General Partner

                                      By:      ESL Investments, Inc.
                                      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.
                                      Its:     Manager

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


                                      CRK PARTNERS, LLC

                                      By:      ESL Investments, Inc.
                                      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

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