SPE I Partners, L.P.

SEC source: 0000899243-19-013485 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 16,354,726

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares") that were distributed by ESL Partners, L.P. ("Partners") on a pro rata basis to certain limited partners that elected in 2018 to redeem all or a portion of their interest in Partners.

F2 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, Partners, SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.nature: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: Represents Shares directly beneficially owned by Partners.

SEC source: 0000899243-19-002680 · doc4.xml · derivative · entry 6

LAMPERT EDWARD S · CIK 0001183200 · Director · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 20,290,065 shares

Expires 2020-07-20

F8 · derivative.exercise_price: The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of JPP or JPP II, as applicable, at a conversion rate of 200 Shares per $1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).

F10 · price: The purchases reported in this statement were effected at a transaction price equal to 79.375% of the principal amount of the portion of the indebtedness outstanding under the Second Lien Term Loan that was purchased in connection with this transaction.

F9 · derivative.underlying_shares: Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.

F9 · valueOwnedAfter: Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.

F1 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.nature: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.nature: 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.

F4 · ownership.nature: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

F12 · ownership.nature: Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP II.

SEC source: 0000899243-19-002680 · doc4.xml · derivative · entry 5

LAMPERT EDWARD S · CIK 0001183200 · Director · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 44,420,026 shares

Expires 2020-07-20

F8 · derivative.exercise_price: The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of JPP or JPP II, as applicable, at a conversion rate of 200 Shares per $1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).

F10 · price: The purchases reported in this statement were effected at a transaction price equal to 79.375% of the principal amount of the portion of the indebtedness outstanding under the Second Lien Term Loan that was purchased in connection with this transaction.

F9 · derivative.underlying_shares: Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.

F9 · valueOwnedAfter: Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.

F1 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.nature: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.nature: 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.

F4 · ownership.nature: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

F11 · ownership.nature: Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP.

SEC source: 0000899243-19-002228 · doc4.xml · derivative · entry 6

LAMPERT EDWARD S · CIK 0001183200 · Director · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 20,139,559 shares

Expires 2020-07-20

F8 · derivative.exercise_price: The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of JPP or JPP II, as applicable, at a conversion rate of 200 Shares per $1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).

F10 · price: The sales reported in this statement were effected at a transaction price equal to 79.375% of the principal amount of the portion of the indebtedness outstanding under the Second Lien Term Loan that was sold in connection with this transaction.

F9 · derivative.underlying_shares: Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.

F9 · valueOwnedAfter: Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.

F1 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.nature: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.nature: 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.

F4 · ownership.nature: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

F12 · ownership.nature: Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP II.

SEC source: 0000899243-19-002228 · doc4.xml · derivative · entry 5

LAMPERT EDWARD S · CIK 0001183200 · Director · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 44,090,532 shares

Expires 2020-07-20

F8 · derivative.exercise_price: The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of JPP or JPP II, as applicable, at a conversion rate of 200 Shares per $1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).

F10 · price: The sales reported in this statement were effected at a transaction price equal to 79.375% of the principal amount of the portion of the indebtedness outstanding under the Second Lien Term Loan that was sold in connection with this transaction.

F9 · derivative.underlying_shares: Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.

F9 · valueOwnedAfter: Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.

F1 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.nature: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.nature: 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.

F4 · ownership.nature: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

F11 · ownership.nature: Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP.

SEC source: 0000899243-18-032000 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,348,223

F1 · kind: The transaction reported herein is the rescission by Edward S. Lampert of all the grants of shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), received by Mr. Lampert during the 2018 calendar year from the Issuer, which were reported on Form 4 filings by the reporting persons following the date of each grant, under Sears Holdings Corporation 2013 Stock Plan, as amended (the "SHC 2013 Stock Plan"). The rescission of the Shares, previously granted to Mr. Lampert as Rule 16b-3 exempt awards of Shares under the SHC 2013 Stock Plan, reported herein was for no consideration.

F1 · shares: The transaction reported herein is the rescission by Edward S. Lampert of all the grants of shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), received by Mr. Lampert during the 2018 calendar year from the Issuer, which were reported on Form 4 filings by the reporting persons following the date of each grant, under Sears Holdings Corporation 2013 Stock Plan, as amended (the "SHC 2013 Stock Plan"). The rescission of the Shares, previously granted to Mr. Lampert as Rule 16b-3 exempt awards of Shares under the SHC 2013 Stock Plan, reported herein was for no consideration.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-025854 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,675,360

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-023868 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,515,786

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-021261 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,356,212

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-019243 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,196,637

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-015032 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,037,062

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-011159 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,877,487

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-009317 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,717,912

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-008398 · doc4.xml · derivative · entry 12

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 18,813,200 shares

Expires 2020-07-20

F16 · derivative.exercise_price: The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of an eligible holder at a conversion rate of 200 Shares per $ 1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).

F1 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.nature: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.nature: 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.

F4 · ownership.nature: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

F18 · ownership.nature: Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP II.

SEC source: 0000899243-18-008398 · doc4.xml · derivative · entry 11

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 41,186,800 shares

Expires 2020-07-20

F16 · derivative.exercise_price: The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of an eligible holder at a conversion rate of 200 Shares per $ 1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).

F1 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.nature: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.nature: 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.

F4 · ownership.nature: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

F17 · ownership.nature: Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP.

SEC source: 0000899243-18-008398 · doc4.xml · derivative · entry 10

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 6,231,180 shares

Expires 2019-12-15

F13 · derivative.exercise_price: The 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 ("Senior Unsecured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 120 Shares per $1,000 in principal amount of such notes, or approximately $8.33 per Share.

F14 · price: In exchange for each $1,000 principal amount of 8% Senior Unsecured Notes due 2019, the Issuer issued a like principal amount of Senior Unsecured Convertible PIK Toggle Notes.

F1 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.nature: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.nature: 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.

F4 · ownership.nature: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

F15 · ownership.nature: Represents Senior Unsecured Convertible PIK Toggle Notes directly beneficially owned by Partners.

SEC source: 0000899243-18-008398 · doc4.xml · derivative · entry 9

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 16,285,980 shares

Expires 2019-12-15

F13 · derivative.exercise_price: The 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 ("Senior Unsecured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 120 Shares per $1,000 in principal amount of such notes, or approximately $8.33 per Share.

F14 · price: In exchange for each $1,000 principal amount of 8% Senior Unsecured Notes due 2019, the Issuer issued a like principal amount of Senior Unsecured Convertible PIK Toggle Notes.

F1 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.direct: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.direct: 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.

F4 · ownership.direct: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

SEC source: 0000899243-18-008398 · doc4.xml · derivative · entry 8

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 658,400 shares

Expires 2019-10-15

F10 · derivative.exercise_price: The 6 5/8% Senior Secured Convertible PIK Toggle Notes due 2019 ("Senior Secured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 200 Shares per $1,000 in principal amount of such notes, or $5.00 per Share.

F11 · price: In exchange for each $1,000 principal amount of 6 5/8% Senior Secured Notes due 2018, the Issuer issued a like principal amount of Senior Secured Convertible PIK Toggle Notes.

F1 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.nature: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.nature: 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.

F4 · ownership.nature: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

F12 · ownership.nature: Represents Senior Secured Convertible PIK Toggle Notes directly beneficially owned by Partners.

SEC source: 0000899243-18-008398 · doc4.xml · derivative · entry 7

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

JPP, LLC · CIK 0001735109 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

JPP II, LLC · CIK 0001735111 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: Not disclosed

Underlying: Common Stock, par value $0.01 per share · 3,341,600 shares

Expires 2019-10-15

F10 · derivative.exercise_price: The 6 5/8% Senior Secured Convertible PIK Toggle Notes due 2019 ("Senior Secured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 200 Shares per $1,000 in principal amount of such notes, or $5.00 per Share.

F11 · price: In exchange for each $1,000 principal amount of 6 5/8% Senior Secured Notes due 2018, the Issuer issued a like principal amount of Senior Secured Convertible PIK Toggle Notes.

F1 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.direct: Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.direct: 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.

F4 · ownership.direct: The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (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.

SEC source: 0000899243-18-006202 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,558,337

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-002679 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,398,762

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-18-000308 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,348,223

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-027912 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,297,684

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-025313 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,247,145

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-023352 · doc4.xml · nonDerivative · entry 4

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F8 · shares: Represents Shares that were distributed by RBS on a pro rata basis to Mr. Lampert (the "RBS Distribution").

F2 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I, SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.nature: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0000899243-17-023352 · doc4.xml · nonDerivative · entry 2

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F6 · shares: Represents Shares that were distributed by SPE Master I on a pro rata basis to its partners (the "SPE Master I Distribution" and, together with the SPE I Distribution, the "SPE Distributions"). As a result of the SPE Master I Distribution, SPE Master I will no longer be a reporting person.

F2 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I, SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.nature: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0000899243-17-023352 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · shares: Represents shares of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), that were distributed by SPE I Partners, LP ("SPE I") on a pro rata basis to its partners (the "SPE I Distribution"). As a result of the SPE I Distribution, SPE I will no longer be a reporting person.

F2 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I, SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.nature: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0000899243-17-023351 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,196,606

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-021486 · doc4.xml · nonDerivative · entry 4

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 6,268,035

F7 · price: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $11.80 to $11.90 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.nature: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: Represents Shares directly beneficially owned by Partners.

SEC source: 0000899243-17-021486 · doc4.xml · nonDerivative · entry 3

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,427,444

F7 · price: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $11.80 to $11.90 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-021486 · doc4.xml · nonDerivative · entry 2

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 6,251,789

F1 · price: This price represents the approximate weighted average price per share of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), of purchases that were executed at prices ranging from $12.075 to $13.00 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.nature: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.nature: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: Represents Shares directly beneficially owned by Partners.

SEC source: 0000899243-17-021486 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,345,241

F1 · price: This price represents the approximate weighted average price per share of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), of purchases that were executed at prices ranging from $12.075 to $13.00 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-021485 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,146,067

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-020947 · doc4.xml · nonDerivative · entry 3

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,893,323

F7 · price: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $11.775 to $11.80 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-020947 · doc4.xml · nonDerivative · entry 2

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,793,739

F6 · price: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $12.375 to $12.50 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-020947 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,693,739

F1 · price: This price represents the approximate weighted average price per share of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), of purchases that were executed at prices ranging from $12.50 to $12.60 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-020252 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,674,561

F1 · price: This price represents the approximate weighted average price per share of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), of purchases that were executed at prices ranging from $12.65 to $12.70 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-019602 · doc4.xml · nonDerivative · entry 2

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,607,809

F1 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.direct: 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.

F4 · ownership.direct: The reporting persons may be deemed to be a member of a group with respect to Lands' End, Inc. (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.

SEC source: 0000899243-17-019602 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,511,860

F1 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F2 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F3 · ownership.direct: 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.

F4 · ownership.direct: The reporting persons may be deemed to be a member of a group with respect to Lands' End, Inc. (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.

SEC source: 0000899243-17-019603 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,095,528

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-019086 · doc4.xml · nonDerivative · entry 3

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,506,860

F7 · price: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $13.20 to $13.35 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-019086 · doc4.xml · nonDerivative · entry 2

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,285,560

F6 · price: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $13.30 to $13.35 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-019086 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,273,936

F1 · price: This price represents the approximate weighted average price per share of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), of purchases that were executed at prices ranging from $13.30 to $13.50 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-018725 · doc4.xml · nonDerivative · entry 3

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,723,836

F7 · price: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $13.225 to $13.30 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-018725 · doc4.xml · nonDerivative · entry 2

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,711,341

F6 · price: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $13.40 to $13.50 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-018725 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,670,941

F1 · price: This price represents the approximate weighted average price per share of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), of purchases that were executed at prices ranging from $13.35 to $13.50 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 price per Share and the number of Shares purchased at each price.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-017879 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,044,989

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-015210 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,994,450

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-011503 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,943,911

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-17-009366 · doc4.xml · nonDerivative · entry 1

LAMPERT EDWARD S · CIK 0001183200 · Director · Chief Executive Officer · 10% owner

ESL PARTNERS, L.P. · CIK 0000923727 · 10% owner

SPE I Partners, L.P. · CIK 0001553667 · 10% owner

SPE Master I, L.P. · CIK 0001553666 · 10% owner

RBS PARTNERS, L.P. · CIK 0000860585 · 10% owner

ESL INVESTMENTS, INC. · CIK 0001126396 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,893,372

F1 · shares: Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended.

F2 · ownership.direct: This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.

F3 · ownership.direct: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4 · ownership.direct: 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.

F5 · ownership.direct: 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.