Sec Form 4 Filing - FAIRHOLME CAPITAL MANAGEMENT LLC @ SEARS HOLDINGS CORP - 2017-10-12

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) 10/12/2017 (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 10/12/2017 J( 1 ) 491,064 D $ 0 28,352,684 I See Footnote ( 2 ) Common Shares, $.01 par value 10/12/2017 J( 3 ) 975,204 D $ 0 27,377,480 I See Footnote ( 2 ) Common Shares, $.01 par value 10/12/2017 J( 3 ) 975,204 A $ 0 28,352,684 I See Footnote ( 2 ) Common Shares, $.01 par value 10/12/2017 J( 4 ) 946,816 D $ 0 27,405,868 I See Footnote ( 2 ) Common Shares, $.01 par value 10/12/2017 J( 4 ) 946,816 A $ 0 27,218,418 ( 5 ) I See Footnote ( 2 ) Common Shares, $.01 par value 10/12/2017 J( 6 ) 727,816 D $ 0 799,516 D ( 7 ) Common Shares, $.01 par value 16,291,673 I See Footnote ( 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 to Purchase Common Stock, par value $0.01 $ 25.686 10/12/2017 J( 1 ) 546,747 11/18/2014 12/15/2019 Common Stock, par value $0.01 606,889 $ 0 6,138,436 I See Footnote ( 2 ) Warrants to Purchase Common Stock, par value $0.01 $ 25.686 10/12/2017 J( 3 ) 1,085,782 11/18/2014 12/15/2019 Common Stock, par value $0.01 1,205,218 $ 0 5,052,684 I See Footnote ( 2 ) Warrants to Purchase Common Stock, par value $0.01 $ 25.686 10/12/2017 J( 3 ) 1,085,782 11/18/2014 12/15/2019 Common Stock, par value $0.01 1,205,218 $ 0 6,138,436 I See Footnote ( 2 ) Warrants to Purchase Common Stock, par value $0.01 $ 25.686 10/12/2017 J( 4 ) 1,054,177 11/18/2014 12/15/2019 Common Stock, par value $0.01 1,170,136 $ 0 5,084,259 I See Footnote ( 2 ) Warrants to Purchase Common Stock, par value $0.01 $ 25.686 10/12/2017 J( 4 ) 1,054,177 11/18/2014 12/15/2019 Common Stock, par value $0.01 1,170,136 $ 0 5,268,558 ( 9 ) I See Footnote ( 2 ) Warrants to Purchase Common Stock, par value $0.01 $ 25.686 10/12/2017 J( 6 ) 810,345 11/18/2014 12/15/2019 Common Stock, par value $0.01 899,482 $ 0 825,146 D ( 7 ) 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 ( 8 )

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) 10/13/2017 Signature of Reporting Person Date Bruce R. Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact 10/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Common Shares of the Issuer by a private fund managed by Fairholme Capital Management, LLC ("Fairholme") to its limited partners into accounts over which the Reporting Persons no longer have beneficial ownership. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Persons disclaim beneficial ownership in the private fund except to the extent of its pecuniary interest, if any, therein. ( 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 )Represents a pro-rata in-kind distribution of Common Shares of the Issuer by a private fund managed by Fairholme to its limited partners into accounts managed by Fairholme. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. Fairholme does not have any direct or indirect pecuniary interest in the managed accounts because Fairholme (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts. The Reporting Persons disclaim beneficial ownership in the private fund except to the extent of its pecuniary interest, if any, therein. ( 4 )Represents a pro-rata in-kind distribution of Common Shares of the Issuer by a private fund managed by Fairholme to its limited partners into accounts managed by Fairholme. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Persons disclaim beneficial ownership in the private fund and in the accounts except to the extent of its pecuniary interest, if any, therein. ( 5 )In addition to the 946,816 securities reported in Column 4, the amount reported in Column 5 accounts for 406,450 shares now held in accounts over which the Reporting Persons no longer have beneficial ownership. ( 6 )Represents a pro-rata in-kind distribution of Common Shares of the Issuer by a private fund managed by Fairholme to one of Mr. Berkowitz's personal accounts. The distribution was made pursuant to a previously approved plan of liquidation and termination of the private fund. The Reporting Persons disclaim beneficial ownership in the private fund except to the extent of its pecuniary interest, if any, therein. ( 7 )The reported securities are directly owned by Mr. Berkowitz. ( 8 )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. ( 9 )In addition to the 1,054,177 derivative securities reported in Column 5, the amount reported in Column 9 accounts for 59,533 derivative securities now held in accounts over which the Reporting Persons no longer have beneficial ownership.

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).

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