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Form 4 SEARS HOLDINGS CORP For: Feb 01 Filed by: RBS PARTNERS, L.P.

February 5, 2019 7:08 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 FL 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2019
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share               32,348,223 D (1) (2) (3) (4)  
Common Stock, par value $0.01 per share               20,192,514 I See Footnotes (1) (2) (3) (4) (5)
Common Stock, par value $0.01 per share               150,124 I See Footnotes (1) (2) (3) (4) (6)
Common Stock, par value $0.01 per share               193,341 I See Footnotes (1) (2) (3) (4) (7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Second Lien Term Loan (8) 02/01/2019   P   $ 1,647,472   03/20/2018 07/20/2020 Common Stock, par value $0.01 per share 44,420,026 (9) (10) $ 222,100,130.95 (9) I See Footnotes (1) (2) (3) (4) (11)
Second Lien Term Loan (8) 02/01/2019   P   $ 752,528   03/20/2018 07/20/2020 Common Stock, par value $0.01 per share 20,290,065 (9) (10) $ 101,450,323.88 (9) I See Footnotes (1) (2) (3) (4) (12)
Explanation of Responses:
1. This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), 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, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.
2. Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. 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 sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.
3. 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.
4. The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.
5. Represents shares of common stock of the Issuer, par value $0.01 per share ("Shares") directly beneficially owned by Partners.
6. Represents Shares directly beneficially owned by SPE I.
7. Represents Shares directly beneficially owned by SPE Master I.
8. The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of JPP or JPP II, as applicable, at a conversion rate of 200 Shares per $1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).
9. Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.
10. The purchases reported in this statement were effected at a transaction price equal to 79.375% of the principal amount of the portion of the indebtedness outstanding under the Second Lien Term Loan that was purchased in connection with this transaction.
11. Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP.
12. Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP II.
Remarks:
Exhibit 99.1 - Joint Filer Information (filed herewith)

Exhibit 99.2 - Joint Filing Agreement (filed herewith)
EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 02/05/2019
** Signature of Reporting Person Date
JPP, LLC, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Sole Member 02/05/2019
** 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 02/05/2019
** Signature of Reporting Person Date
JPP II, LLC, By: ESL Partners, L.P., Its: Sole Member, 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 02/05/2019
** 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 02/05/2019
** 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 02/05/2019
** 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 02/05/2019
** Signature of Reporting Person Date
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 02/05/2019
** 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.  JPP, LLC

Item                               Information
Name:                              JPP, LLC

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

Designated Filer:                  Edward S. Lampert

Date of Event Requiring            February 1, 2019
Statement (Month/Day/Year):

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

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


If Amendment, Date Original        Not Applicable
Filed (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: Sole Member
                                   Date:  February 5, 2019


2.  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            February 1, 2019
Statement (Month/Day/Year):

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

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

If Amendment, Date Original        Not Applicable
Filed (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:  February 5, 2019


3.  JPP II, LLC

Item                               Information
Name:                              JPP II, LLC

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

Designated Filer:                  Edward S. Lampert

Date of Event Requiring            February 1, 2019
Statement (Month/Day/Year):

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

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

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

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

Signature:                         By:    ESL Partners, L.P.
                                   Its:   Sole Member

                                   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:  February 5, 2019


4.  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            February 1, 2019
Statement (Month/Day/Year):

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

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

If Amendment, Date Original        Not Applicable
Filed (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:  February 5, 2019


5.  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            February 1, 2019
Statement (Month/Day/Year):

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

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

If Amendment, Date Original        Not Applicable
Filed (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:  February 5, 2019


6.  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            February 1, 2019
Statement (Month/Day/Year):

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

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

If Amendment, Date Original        Not Applicable
Filed (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:  February 5, 2019


7.  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            February 1, 2019
Statement (Month/Day/Year):

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

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

If Amendment, Date Original        Not Applicable
Filed (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:  February 5, 2019



                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                                February 5, 2019

      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: February 5, 2019            EDWARD S. LAMPERT

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

                                        JPP, LLC

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Sole Member

                                        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

                                        JPP II, LLC

                                        By:    ESL Partners, L.P.
                                        Its:   Sole Member

                                        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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