Sec Form 4 Filing - FAIRHOLME CAPITAL MANAGEMENT LLC @ SEARS HOLDINGS CORP - 2016-03-18

Insider filing report for Changes in Beneficial Ownership
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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
FAIRHOLME CAPITAL MANAGEMENT LLC
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)
(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2016
(Street)
MIAMI, FL33137
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 Shares, $.01 par value 03/18/2016 S( 1 ) 180,800 D $ 15.95 26,695,048 I See Footnote ( 2 )
Common Shares, $.01 par value 03/21/2016 S( 1 ) 35,700 D $ 15.56 26,659,348 I See Footnote ( 2 )
Common Shares, $0.01 par value 03/22/2016 S( 1 ) 25,800 D $ 14.83 26,633,548 I See Footnote ( 2 )
Common Shares, $.01 par value 16,291,673 I See Footnote ( 3 )
Common Shares, $.01 par value 71,700 D ( 4 )
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 to Purchase Common Stock, par value $0.01 $ 25.686 03/18/2016 S( 1 ) 12,100 11/18/2014 12/15/2019 Common Stock, par value $0.01 13,431 $ 5.31 6,734,262 I See Footnote ( 2 )
Warrants to Purchase Common Stock, par value $0.01 $ 25.686 03/22/2016 S( 1 ) 2,886 11/18/2014 12/15/2019 Common Stock, par value $0.01 3,203 $ 5.01 6,731,376 I See Footnote ( 2 )
Warrants to Purchase Common Stock, par value $0.01 $ 25.686 11/18/2014 12/15/2019 Common Stock, par value $0.01 0 696,584 I See Footnote ( 3 )
Warrants to Purchase Common Stock, par value $0.01 $ 25.686 11/18/2014 12/15/2019 Common Stock, par value $0.01 0 14,801 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FAIRHOLME CAPITAL MANAGEMENT LLC
4400 BISCAYNE BOULEVARD
9TH FLOOR
MIAMI, FL33137
X X
BERKOWITZ BRUCE R
C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C.
4400 BISCAYNE BOULEVARD, 9TH FLOOR
MIAMI, FL33137
X X
Signatures
Fairholme Capital Management, L.L.C.,Bruce R. Berkowitz, By: /s/ Paul Thomson, (Attorney in Fact) 03/22/2016
Signature of Reporting Person Date
Bruce R. Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact 03/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities were held in an account managed by Fairholme Capital Management, LLC ("Fairholme") and were sold pursuant to client instructions. Fairholme does not have any direct or indirect pecuniary interest in the managed account because Fairholme (i) does not receive any incentive compensation from the managed account and (ii) does not have a direct or indirect interest in the managed account.
( 2 )The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz ("Mr. Berkowitz") because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to separate series of a registered investment company and certain private funds and managed accounts. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )The reported securities are directly owned by The Fairholme Fund and The Fairholme Allocation Fund (each, a "Fund"), each a series of Fairholme Funds, Inc. The securities may be deemed to be beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to each Fund and certain private funds and managed accounts. Each Fund and the Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Fund and the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 4 )The reported securities are directly owned by Mr. Berkowitz.

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