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Actionable news in SHLD: Sears Holdings Corporation,

SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Under the Securities Exchange Act of 1934

(Amendment No. 54) *

Sears Holdings Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

812350106

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 13, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.

Names of Reporting Persons.

ESL Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

25,000,979 (1)

8.

Shared Voting Power

0

9.

Sole Dispositive Power

25,000,979 (1)

10.

Shared Dispositive Power

38,373,677 (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

63,374,656 (1)(2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

56.5% (3)

14.

Type of Reporting Person (See Instructions)

PN

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,688 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) Based upon 107,265,571 shares of Holdings Common Stock outstanding as of May 19, 2017, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2017, that was filed by Holdings with the SEC on May 25, 2017, and 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.
1.

Names of Reporting Persons.

SPE I Partners, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

150,124

8.

Shared Voting Power

0

9.

Sole Dispositive Power

150,124

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

150,124

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

0.1% (1)

14.

Type of Reporting Person (See Instructions)

PN

(1) Based upon 107,265,571 shares of Holdings Common Stock outstanding as of May 19, 2017, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2017, that was filed by Holdings with the SEC on May 25, 2017.
1.

Names of Reporting Persons.

SPE Master I, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

193,341

8.

Shared Voting Power

0

9.

Sole Dispositive Power

193,341

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

193,341

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

0.2% (1)

14.

Type of Reporting Person (See Instructions)

PN

(1) Based upon 107,265,571 shares of Holdings Common Stock outstanding as of May 19, 2017, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2017, that was filed by Holdings with the SEC on May 25, 2017.
1.

Names of Reporting Persons.

RBS Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

25,344,444 (1)

8.

Shared Voting Power

0

9.

Sole Dispositive Power

25,344,444 (1)

10.

Shared Dispositive Power

38,373,677 (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

63,718,121 (1)(2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

56.9% (3)

14.

Type of Reporting Person (See Instructions)

PN

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,688 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) Based upon 107,265,571 shares of Holdings Common Stock outstanding as of May 19, 2017, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2017, that was filed by Holdings with the SEC on May 25, 2017, and 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.
1.

Names of Reporting Persons.

ESL Investments, Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

25,344,444 (1)

8.

Shared Voting Power

0

9.

Sole Dispositive Power

25,344,444 (1)

10.

Shared Dispositive Power

38,373,677 (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

63,718,121 (1)(2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

56.9% (3)

14.

Type of Reporting Person (See Instructions)

CO

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,688 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) Based upon 107,265,571 shares of Holdings Common Stock outstanding as of May 19, 2017, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2017, that was filed by Holdings with the SEC on May 25, 2017, and 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.
1.

Names of Reporting Persons.

Edward S. Lampert

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions)

OO; PF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

63,718,121 (1)(2)

8.

Shared Voting Power

0

9.

Sole Dispositive Power

25,344,444 (1)

10.

Shared Dispositive Power

38,373,677 (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

63,718,121 (1)(2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

53.8% (3)

14.

Type of Reporting Person (See Instructions)

IN

(1) Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(2) Includes 6,328,688 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
(3) Based upon 107,265,571 shares of Holdings Common Stock outstanding as of May 19, 2017, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2017, that was filed by Holdings with the SEC on May 25, 2017, and an aggregate of 11,137,152 shares of Holdings Common Stock that may be acquired by certain of the reporting persons within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock.

This Amendment No. 54 to Schedule 13D (this “Amendment”) relates to common shares, par value $0.01 per share (the “Holdings Common Stock”), of Sears Holdings Corporation, a Delaware corporation (“Holdings”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (“SEC”).

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“On July 13, 2017, in accordance with Section 2.02 of the Amended Second Lien Credit Agreement, the ESL Lenders entered into short-term line of credit loans (the “July Line of Credit Loans”) with the Second-Lien Borrowers pursuant to the terms of those certain Line of Credit Loan Proposals, dated as of July 13, 2017 (the “Line of Credit Loan Proposals”). The July Line of Credit Loans are in an aggregate principal amount of $200 million, have a maturity of 151 days and have a fixed interest rate of 9.75% per annum. In connection with the July Line of Credit Loans, the ESL Lenders executed that certain Line of Credit Lender Joinder Agreement, dated as of July 13, 2017, by and among the ESL Lenders and the Second-Lien Borrowers (the “Line of Credit Lender Joinder Agreement”).

The foregoing descriptions of the Line of Credit Loan Proposals and the Line of Credit Lender Joinder Agreement do not purport to be complete and are qualified in their entirety by reference to, respectively, (i) the Line of Credit Loan Proposal to JPP, LLC, filed as Exhibit 99.40 hereto and the Line of Credit Loan Proposal to JPP II, LLC, filed as Exhibit 99.41 hereto and each incorporated by reference herein, and (ii) the Line of Credit Lender Joinder Agreement, filed as Exhibit 99.42 hereto and incorporated by reference herein.

Additionally, in connection with the Amended Second Lien Credit Agreement, the ESL Lenders currently expect from time to time to enter into one or more additional short-term line of credit loans (each, a “Line of Credit Loan”) with any or all of the Second-Lien Borrowers, subject to applicable borrowing base limitations, in an aggregate principal amount of up to an additional $100 million. Also, the ESL Lenders may enter into other Line of Credit Loans made to refinance all or a part of the July Line of Credit Loans (each, a “Refinancing Line of Credit Loan”). Each subsequent Line of Credit Loan that the ESL Lenders elect to provide under the Amended Second Lien Credit Agreement will (i) have a maturity date between 7 and 179...


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