4//SEC Filing
ESL INVESTMENTS, INC. 4
Accession 0000899243-18-032000
CIK 0001310067other
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 9:04 PM ET
Size
31.2 KB
Accession
0000899243-18-032000
Insider Transaction Report
Form 4
LAMPERT EDWARD S
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2018-12-27−1,327,137→ 32,348,223 total
Holdings
- 20,192,514(indirect: See Footnotes)
Common Stock, par value $0.01 per share
- 150,124(indirect: See Footnotes)
Common Stock, par value $0.01 per share
- 193,341(indirect: See Footnotes)
Common Stock, par value $0.01 per share
Footnotes (8)
- [F1]The transaction reported herein is the rescission by Edward S. Lampert of all the grants of shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), received by Mr. Lampert during the 2018 calendar year from the Issuer, which were reported on Form 4 filings by the reporting persons following the date of each grant, under Sears Holdings Corporation 2013 Stock Plan, as amended (the "SHC 2013 Stock Plan"). The rescission of the Shares, previously granted to Mr. Lampert as Rule 16b-3 exempt awards of Shares under the SHC 2013 Stock Plan, reported herein was for no consideration.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]Represents Shares directly beneficially owned by Partners.
- [F7]Represents Shares directly beneficially owned by SPE I.
- [F8]Represents Shares directly beneficially owned by SPE Master I.
Issuer
SEARS HOLDINGS CORP
CIK 0001310067
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001126396
Filing Metadata
- Form type
- 4
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 9:04 PM ET
- Size
- 31.2 KB