Sec Form 4 Filing - MNUCHIN STEVEN T @ SEARS HOLDINGS CORP - 2014-11-18

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 MNUCHIN STEVEN T 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ONEWEST BANK, 888 E WALNUT ST 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2014 (Street) PASADENA, CA91101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Subscription Rights (right to buy) $ 500 11/18/2014 M 220 11/03/2014 11/18/2014 Units consisting of Notes and Warrants ( 1 ) 220 $ 0 0 D Common Stock Warrants (right to buy) $ 28.41 11/18/2014 M 3,871 ( 2 ) 12/15/2019 Common Stock 3,871 ( 3 ) 3,871 D Subscription Rights (right to buy) $ 500 11/18/2014 M 2 11/03/2014 11/18/2014 Units consisting of Notes and Warrants ( 1 ) 2 $ 0 0 I Custodial Account ( 4 ) Common Stock Warrants (right to buy) $ 28.41 11/18/2014 M 35 ( 2 ) 12/15/2019 Common Stock 35 ( 3 ) 35 I Custodial Account ( 4 ) Subscription Rights (right to buy) $ 500 11/18/2014 M 93 11/03/2014 11/18/2014 Units consisting of Notes and Warrants ( 1 ) 93 $ 0 0 I Trust ( 5 ) Common Stock Warrants (right to buy) $ 28.41 11/18/2014 M 1,636 ( 2 ) 12/15/2019 Common Stock 1,636 ( 3 ) 1,636 I Trust ( 5 ) Subscription Rights (right to buy) $ 500 11/18/2014 M 2 11/03/2014 11/18/2014 Units consisting of Notes and Warrants ( 1 ) 2 $ 0 0 I Trust ( 6 ) Common Stock Warrants (right to buy) $ 28.41 11/18/2014 M 35 ( 2 ) 12/15/2019 Common Stock 35 ( 3 ) 35 I Trust ( 6 ) Subscription Rights (right to buy) $ 500 11/18/2014 M 2 11/03/2014 11/18/2014 Units consisting of Notes and Warrants ( 1 ) 2 $ 0 0 I Custodial Account ( 7 ) Common Stock Warrants (right to buy) $ 28.41 11/18/2014 M 35 ( 2 ) 12/15/2019 Common Stock 35 ( 3 ) 35 I Custodial Account ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MNUCHIN STEVEN T C/O ONEWEST BANK 888 E WALNUT ST 6TH FLOOR PASADENA, CA91101 X Signatures /s/ Deann M. Bogner, as attorney-in-fact 11/20/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each subscription right entitles the holder thereof to purchase, at a subscription price of $500, one unit, consisting of (a) a 8% senior unsecured note due 2019 in the principal amount of $500 and (b) 17.5994 warrants, with each warrant entitling the holder thereof to purchase one share of the Company's common stock at a strike price of $28.41. The subscription rights were distributed in a pro rata rights offering to the holders of Sears Holdings Corporation common stock. No fractional warrants will be issued upon exercise of subscription rights. ( 2 )The warrants are exercisable immediately upon issuance. The rights offering is scheduled to expire on November 18, 2014, and the warrants are expected to be issued shortly thereafter. ( 3 )The reported securities are included within units purchased by the reporting person for $500 per unit. Each unit consists of (a) a 8% senior unsecured note due 2019 in the principal amount of $500 and (b) 17.5994 warrants, with each warrant entitling the holder thereof to purchase one share of the Company's common stock at a strike price of $28.41. No fractional warrants will be issued upon exercise of subscription rights. ( 4 )The reported securities are held by a family custodial account, Heather Mnuchin as custodian for Dylan Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family. ( 5 )The reported securities are held by the Steven T. Mnuchin 2002 Family Trust, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family. ( 6 )The reported securities are held by a family trust, Rob ert Mnuchin Trustee fbo Emma Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family. ( 7 )The reported securities are held by a family custodial account, Heather Mnuchin as custodian for John Player Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

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