Sec Form 4 Filing - LAMPERT EDWARD S @ SEARS HOLDINGS CORP - 2017-05-31

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 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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1. Name and Address of Reporting Person LAMPERT EDWARD S 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 (Last) (First) (Middle) 1170 KANE CONCOURSE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2017 (Street) BAY HARBOR ISLANDS, FL33154 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/31/2017 A 50,539 ( 1 ) A $ 0 31,994,450 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock, par value $0.01 per share 20,192,514 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 ( MM/DD/YY) 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 Warrants (right to buy) $ 25.686 11/19/2014 12/15/2019 Common Stock, par value $0.01 per share 4,808,465 ( 9 ) 4,331,951 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 10 ) Warrants (right to buy) $ 25.686 11/19/2014 12/15/2019 Common Stock, par value $0.01 per share 6,328,688 ( 9 ) ( 11 ) 5,701,521 D ( 2 ) ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAMPERT EDWARD S 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS, FL33154 X X Chief Executive Officer ESL PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS, FL33154 X SPE I Partners, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS, FL33154 X SPE Master I, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS, FL33154 X RBS PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS, FL33154 X ESL INVESTMENTS, INC. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS, FL33154 X Signatures EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 06/02/2017 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 06/02/2017 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 06/02/2017 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 06/02/2017 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 06/02/2017 Signature of Reporting Person Date ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 06/02/2017 Signature of Reporting Person Date

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 beneficia lly owned by SPE I. ( 8 )Represents Shares directly beneficially owned by SPE Master I. ( 9 )Represents the amount of Shares that could be acquired upon the exercise of Warrants, with each Warrant entitling the holder thereof to purchase 1.11 Shares at an exercise price of $25.686 per Share. ( 10 )Represents Warrants directly beneficially owned by Partners. ( 11 )As a result of a rounding error, the Form 4 filed by the reporting persons with the Securities and Exchange Commission on January 5, 2016, which updated the number of Shares to be acquired upon the exercise of Warrants based on an adjusted conversion ratio, incorrectly reported that the Shares to be acquired upon the exercise of Mr. Lampert's Warrants were 6,328,687 Shares, rather than 6,328,688 Shares.

Remarks: Exhibit IndexExhibit 99.1 - Joint Filer Information (filed herewith)Exhibit 99.2 - Joint Filing Agreement (filed herewith)

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).

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