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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 15)*

Sears Holdings Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

812350106

 

(CUSIP Number)

 

Amanda N. Persaud

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

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

August 20, 2010

(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 (the “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).

 

 

Page 1 of 15

                                                                                                                                                                                                                                                               


                                                                                                                                                                                                                                                         

 


 

CUSIP No.

812350106

                                                                                                                

Page

2

of

15

 

1

NAME OF REPORTING PERSON

ESL Investments, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

48,179,755

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

48,179,755

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


48,179,755

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

43.5%

14

TYPE OF REPORTING PERSON

CO

 


 

CUSIP No.

812350106

                                                                                                                 

Page

3

of

15

 

1

NAME OF REPORTING PERSON

Edward S. Lampert

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

65,243,311

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

52,084,052

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


65,243,311

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.0%

14

TYPE OF REPORTING PERSON

IN

 

 

 


 

CUSIP No.

812350106

                                                                                                                 

Page

4

of

15

 

1

NAME OF REPORTING PERSON

William C. Crowley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

150,655

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

73,185

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


150,655

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%

14

TYPE OF REPORTING PERSON

IN

 

 


 

CUSIP No.

812350106

                                                                                                                 

Page

5

of

15

 

1

NAME OF REPORTING PERSON

CRK Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

747

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

747

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


747

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

OO

 

 


 

CUSIP No.

812350106

                                                                                                                 

Page

6

of

15

 

1

NAME OF REPORTING PERSON
Tynan, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

97,905

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

73,185

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


97,905

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%

14

TYPE OF REPORTING PERSON

OO

 

 


 

CUSIP No.

812350106

                                                                                                                

Page

7

of

15

 

1

NAME OF REPORTING PERSON

RBS Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

48,168,778

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

48,168,778

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


48,168,778

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

43.5%

14

TYPE OF REPORTING PERSON

PN

 

 

 

 


 

CUSIP No.

812350106

                                                                                                                 

Page

8

of

15

 

1

NAME OF REPORTING PERSON

ESL Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

38,107,718

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

38,107,718

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


38,107,718

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

34.4%

14

TYPE OF REPORTING PERSON

PN

 

 


 

 

CUSIP No.

812350106

                                                                                                                 

Page

9

of

15

 

1

NAME OF REPORTING PERSON

RBS Investment Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

10,230

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

10,230

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


10,230

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

OO

 


 

CUSIP No.

812350106

                                                                                                                 

Page

10

of

15

 

1

NAME OF REPORTING PERSON

ESL Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

10,230

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

10,230

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


10,230

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

PN

 


 

CUSIP No.

812350106

                                                                                                                 

Page

11

of

15

 

1

NAME OF REPORTING PERSON

ESL Investors, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

10,061,060

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

10,061,060

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


10,061,060

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.1%

14

TYPE OF REPORTING PERSON

OO

 

 

 

 


 

 

                                                                                            

Page

12

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15

 

This Amendment No. 15 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (“Holdings Common Stock”), of Sears Holdings Corporation (“Holdings”).  This Amendment No. 15 supplementally amends the Statement on Schedule 13D, as amended, filed with the Securities and Exchange Commission by a group consisting of ESL Investments, Inc., a Delaware corporation (“ESL”), Edward S. Lampert and William C. Crowley, both United States citizens, RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), CRK Partners, LLC, a Delaware limited liability company (“CRK LLC”), Tynan, LLC, a Delaware limited liability company (“Tynan”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Partners, L.P., a Delaware limited partnership (“Partners”) and ESL Investors L.L.C., a Delaware limited liability company (“Investors”).  Unless set forth below, 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 amended, previously filed with the Securities and Exchange Commission.

Based on the most recently disclosed number of outstanding Holdings Common Stock, the Reporting Persons are filing this Amendment No. 15 to report an increase in their respective current beneficial ownership percentages of Holdings Common Stock, resulting solely from a decrease in the number of outstanding Holdings Common Stock.  

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety to read as follows:

(a)-(b)  The following table sets forth the aggregate number of shares of Holdings Common Stock and the percentage of outstanding shares of Holdings Common Stock beneficially owned by the Reporting Persons as of August 20, 2010, based on 110,648,210 outstanding shares of Holdings Common Stock (the number of shares outstanding as of August 13, 2010 as stated in the most recent quarterly report on Form 10-Q filed by Holdings), indicating the number of shares of Holdings Common Stock for which each Reporting Person has sole or shared power to direct the vote of the disposition of such shares.  The Reporting Persons as a group beneficially own an aggregate of 65,393,966 shares of Holdings Common Stock. 

REPORTING PERSON

NUMBER OF SHARES BENEFICIALLY OWNED

PERCENTAGE OF OUTSTANDING SHARES

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

ESL Investments, Inc.

48,179,755  (1)

43.5%

48,179,755  (1)

0

48,179,755  (1)

0

Edward S. Lampert

65,243,311  (2)

59.0%

65,243,311 (2)

0

52,084,052  (3)

0

CRK Partners, LLC

747

0.0%

747

0

747

0

RBS Partners, L.P.

48,168,778  (4)

43.5%

48,168,778  (4)

0

48,168,778  (4)

0

ESL Partners, L.P.

38,107,718

34.4%

38,107,718

0

38,107,718

0

RBS Investment Management, L.L.C.

10,230 (5)

0.0%

10,230 (5)

0

10,230 (5)

0

ESL Institutional Partners, L.P.

10,230

0.0%

10,230

0

10,230

0

ESL Investors L.L.C.

10,061,060

9.1%

10,061,060

0

10,061,060

0

Tynan, LLC

97,905

0.1%

97,905

0

73,185 (3)

0

William C. Crowley

150,655  (6)

0.1%

150,655 (6)

0

73,185 (3)

0

(1)       This number consists of 38,107,718 shares of Holdings Common Stock held by Partners, 10,061,060 shares of Holdings Common Stock held in an account established by the investment member of Investors, 10,230 shares of Holdings Common Stock held by Institutional and 747 shares of Holdings Common Stock held by CRK LLC.

(2)       This number consists of 38,107,718 shares of Holdings Common Stock held by Partners, 10,061,060 shares of Holdings Common Stock held in an account established by the investment member of Investors, 10,230 shares of Holdings Common Stock held by Institutional, 747 shares of Holdings Common Stock held by CRK LLC and 17,063,556 shares of Holdings Common Stock held directly by Mr. Lampert. 

(3)       This number excludes shares subject to the Lock-Up Agreement described herein.

 


 

 

                                                                                             

Page

13

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15

 

(4)       This number consists of 38,107,718 shares of Holdings Common Stock held by Partners and 10,061,060 shares of Holdings Common Stock held in an account established by the investment member of Investors.

(5)       This number consists of 10,230 shares of Holdings Common Stock held by Institutional.

(6)       This number consists of 97,905 shares of Holdings Common Stock held by Tynan and 52,750 Shares held by Mr. Crowley.

 (c)  Except as set forth herein, there have been no transactions in Holdings Common Stock by any of the Reporting Persons since June 14, 2010, the date of the last Amendment on Schedule 13D by the Reporting Persons.

(d)   Not applicable.

(e)   Not applicable.

 

 


 

 

                                                                                             

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14

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15

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  August 20, 2010

ESL INVESTMENTS, INC.

By:             /s/ Adrian J. Maizey                                         
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

EDWARD S. LAMPERT

    /s/ Edward S. Lampert                                                     

WILLIAM C. CROWLEY

    /s/ William C. Crowley                                                     

CRK PARTNERS, LLC

By:         ESL Investments, Inc., as its sole member

By:             /s/ Adrian J. Maizey                                        
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

TYNAN, LLC

By:             /s/ William C. Crowley                                     
Name:  William C. Crowley
Title:  Manager

RBS PARTNERS, L.P.

By:         ESL Investments, Inc., as its general partner

By:              /s/ Adrian J. Maizey                                       
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 


 

 

                                                                     

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15

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ESL PARTNERS, L.P.

By:         RBS Partners, L.P., as its general partner

By:         ESL Investments, Inc., as its general partner

By:            /s/ Adrian J. Maizey                                          
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

RBS INVESTMENT MANAGEMENT, L.L.C.

By:         ESL Investments, Inc., as its manager

By:            /s/ Adrian J. Maizey                                         
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

ESL INSTITUTIONAL PARTNERS, L.P.

By:         RBS Investment Management, L.L.C., as its general partner

By:         ESL Investments, Inc., as its manager

By:            /s/ Adrian J. Maizey                                              
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

ESL INVESTORS, L.L.C.

By:         RBS Partners, L.P., as its managing member

By:         ESL Investments, Inc., as its general partner

By:              /s/ Adrian J. Maizey                                          
Name:  Adrian J. Maizey
Title:  Chief Financial Officer