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 *
BERKOWITZ BRUCE R
   2. Issuer Name and Ticker or Trading Symbol
SEARS HOLDINGS CORP [SHLD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C., 4400 BISCAYNE BOULEVARD, 9TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
11/18/2014
(Street)

MIAMI, FL 33137		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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

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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
Transferable Rights to purchase a Unit $ 500 11/18/2014   J(1)     95,354 11/03/2014 11/18/2014 Units (2) 1,678,172 (3) $ 0 (4) 0 D  
Warrants to Purchase Common Stock, par value $0.01 $ 28.41 11/18/2014   J(1)   1,678,172   11/18/2014 12/15/2019 Common Stock, par value $0.01 1,678,172 $ 500 (5) 1,678,172 D  
Transferable Rights to purchase a Unit $ 500 11/18/2014   J(1)     262,325 11/03/2014 11/18/2014 Units (2) 4,616,692 (3) $ 0 (4) 0 I See Footnote (6)
Warrants to Purchase Common Stock, par value $0.01 $ 28.41 11/18/2014   J(1)   4,616,692   11/18/2014 12/15/2019 Common Stock, par value $0.01 4,616,692 $ 500 (5) 4,616,692 I See Footnote (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BERKOWITZ BRUCE R
C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C.
4400 BISCAYNE BOULEVARD, 9TH FLOOR
MIAMI, FL 33137		     X    

Signatures

 Bruce R. Berkowitz By: /s/ Paul Thomson (Attorney-in-fact)   11/20/2014
**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) Transferrable subscription rights (the "Rights") of Sears Holdings Corporation (the "Company") were distributed at no charge, by the Company to each holder of its Common Stock as of 5:00 p.m., New York City time, on October 30, 2014 (the "Rights Offering"). Each Right entitled its holder to purchase, at the holder's election and at the subscription price of $500, one (1) Unit (as defined in footnote 2). The listed transactions represent the exercise of the Rights and the purchase of the Units.
(2) Each Unit consists of (a) an 8% senior unsecured note due December 15, 2019 in the principal amount of $500 (each, a "Note"), and (b) 17.5994 warrants (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one share of Common Stock.
(3) The amount of securities underlying the derivative securities represent the underlying Warrants but do not include the underlying Notes.
(4) The Rights were distributed to each holder of the Company's Common Stock, at no charge, on a pro rata basis.
(5) The price represents the cost of one (1) Unit consisting of one (1) Note and 17.5994 Warrants.
(6) The securities may be deemed to be beneficially owned Bruce R. Berkowitz (the "Reporting Person") as the managing member of a registered investment adviser, which may be deemed to have beneficial ownership of the securities because it serves as the investment manager to a registered investment company and certain private funds and managed accounts. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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