Sec Form 4 Filing - LAMPERT EDWARD S @ ORCHARD SUPPLY HARDWARE STORES CORP - 2013-03-26

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
LAMPERT EDWARD S
2. Issuer Name and Ticker or Trading Symbol
ORCHARD SUPPLY HARDWARE STORES CORP [ OSH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2013
(Street)
BAY HARBOR, 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
Class A Common Stock 03/26/2013 S 1,093 D $ 4.02 ( 1 ) 757,130 D ( 2 ) ( 3 ) ( 4 ) ( 5 )
Class A Common Stock 03/26/2013 S 11,225 D $ 4.02 ( 1 ) 1,077,650 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Class A Common Stock 03/26/2013 S 3 D $ 4.02 ( 1 ) 426 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 7 )
Class A Common Stock 03/27/2013 S 2,333 D $ 4 ( 8 ) 754,797 D ( 2 ) ( 3 ) ( 4 ) ( 5 )
Class A Common Stock 03/27/2013 S 23,958 D $ 4 ( 8 ) 1,053,692 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Class A Common Stock 03/27/2013 S 6 D $ 4 ( 8 ) 420 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 7 )
Class A Common Stock 03/28/2013 S 1,004 D $ 4 ( 9 ) 753,793 D ( 2 ) ( 3 ) ( 4 ) ( 5 )
Class A Common Stock 03/28/2013 S 10,305 D $ 4 ( 9 ) 1,043,387 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Class A Common Stock 03/28/2013 S 3 D $ 4 ( 9 ) 417 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 7 )
Series A Preferred Stock 03/28/2013 S 1,252 D $ 1.27 1,131,419 D ( 2 ) ( 3 ) ( 4 ) ( 5 )
Series A Preferred Stock 03/28/2013 S 1,248 D $ 1.27 1,271,743 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Class A Common Stock 30 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 10 )
Series A Preferred Stock 461 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 7 )
Series A Preferred Stock 33 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 10 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAMPERT EDWARD S
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL33154
X
ESL PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL33154
X
RBS PARTNERS L P /CT
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL33154
X
ESL INSTITUTIONAL PARTNERS LP
1170 KANE CONCOURSE, SU ITE 200
BAY HARBOR, FL33154
X
RBS INVESTMENT MANAGEMENT LLC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL33154
X
CRK PARTNERS LLC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL33154
X
ESL INVESTMENTS INC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR, FL33154
X
Signatures
EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 03/28/2013
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 03/28/2013
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 03/28/2013
Signature of Reporting Person Date
ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/28/2013
Signature of Reporting Person Date
RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/28/2013
Signature of Reporting Person Date
CRK PARTNERS, LLC, By: ESL Investments, Inc., Its: Sole Member, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/28/2013
Signature of Reporting Person Date
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 03/28/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This price represents the approximate weighted average price per share of class A common stock of Orchard Supply Hardware Stores Corporation (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $4.00 to $4.09 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
( 2 )This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK") and ESL Investments, Inc. ("Investments"). Mr. Lampert, Partners, Institutional and CRK 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. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. Investments is the general partner of RBS, the sole member of CRK and the manager of RBSIM. Investments may be deemed to beneficially own securities owned by RBS, CRK and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, Investments.
( 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 beneficially owned by Institutional.
( 8 )This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $4.00 to $4.04 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
( 9 )This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $4.00 to $4.02 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
( 10 )Represents shares directly beneficially owned by CRK.

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

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