Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LAMPERT EDWARD S
  2. Issuer Name and Ticker or Trading Symbol
SEARS HOLDINGS CORP [SHLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
1170 KANE CONCOURSE, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2014
(Street)

BAY HARBOR, FL 33154
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 06/30/2014   P   49,493 A (1) 1,939,872 (1) I See Footnotes (1) (2) (3) (4) (5)
Common Stock, par value $0.01 per share 06/30/2014   P   62,090 A (6) 2,494,783 (6) I See Footnotes (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share               21,992,640 I See Footnotes (2) (3) (4) (5) (7)
Common Stock, par value $0.01 per share               10,230 I See Footnotes (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share               747 I See Footnotes (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share               25,175,600 D (2) (3) (4) (5)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LAMPERT EDWARD S
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
  X   X   Chief Executive Officer  
ESL PARTNERS, L.P.
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
SPE I Partners, L.P.
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
SPE Master I, L.P.
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
RBS PARTNERS, L.P.
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
ESL INSTITUTIONAL PARTNERS, L.P.
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
RBS INVESTMENT MANAGEMENT, L.L.C.
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
CRK PARTNERS LLC
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    
ESL INVESTMENTS, INC.
1170 KANE CONCOURSE
SUITE 200
BAY HARBOR, FL 33154
    X    

Signatures

 EDWARD S. LAMPERT, By: /s/ Edward S. Lampert   06/30/2014
**Signature of Reporting Person Date

 ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer   06/30/2014
**Signature of Reporting Person Date

 SPE I PARTNERS, LP , By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer   06/30/2014
**Signature of Reporting Person Date

 SPE MASTER I, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer   06/30/2014
**Signature of Reporting Person Date

 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer   06/30/2014
**Signature of Reporting Person Date

 ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer   06/30/2014
**Signature of Reporting Person Date

 RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer   06/30/2014
**Signature of Reporting Person Date

 CRK PARTNERS, LLC, By: ESL Investments, Inc., Its: Sole Member, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer   06/30/2014
**Signature of Reporting Person Date

 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer   06/30/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), are directly beneficially owned by SPE I Partners, LP ("SPE I"), of which RBS Partners, L.P. ("RBS") is the sole general partner. Edward S. Lampert is the Chairman, Chief Executive Officer and Director of ESL Investments, Inc. ("ESL"), the sole general partner of RBS. On June 30, 2014, RBS made a capital contribution of $3,941,255 to SPE I, resulting in the acquisition by RBS of an approximate 2.55% general partner interest in SPE I. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
(2) This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I, SPE Master I, LP ("SPE Master I"), RBS, ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL. Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC are the direct beneficial owners of the securities covered by this statement.
(3) RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
(4) The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
(5) The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
(6) The Shares are directly beneficially owned by SPE Master I, of which RBS is the sole general partner. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL, the sole general partner of RBS. On June 30, 2014, RBS made a capital contribution of $5,058,745 to SPE Master I, resulting in the acquisition by RBS of an approximate 2.49% general partner interest in SPE Master I. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE Master I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
(7) Represents Shares directly beneficially owned by Partners.
(8) Represents Shares directly beneficially owned by Institutional.
(9) Represents Shares directly beneficially owned by CRK LLC.
 
Remarks:
Exhibit Index
Exhibit 99.1 - Joint Filer Information (filed herewith)
Exhibit 99.2 - Joint Filing Agreement (filed herewith)

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