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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
MNUCHIN STEVEN T
  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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ONEWEST BANK, 888 E WALNUT ST 6TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2014
(Street)

PASADENA, CA 91101
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Subscription Rights (right to buy) $ 500 11/18/2014   M     220 11/03/2014 11/18/2014 Units consisting of Notes and Warrants (1) 220 $ 0 0 D  
Common Stock Warrants (right to buy) $ 28.41 11/18/2014   M   3,871     (2) 12/15/2019 Common Stock 3,871 (3) 3,871 D  
Subscription Rights (right to buy) $ 500 11/18/2014   M     2 11/03/2014 11/18/2014 Units consisting of Notes and Warrants (1) 2 $ 0 0 I Custodial Account (4)
Common Stock Warrants (right to buy) $ 28.41 11/18/2014   M   35     (2) 12/15/2019 Common Stock 35 (3) 35 I Custodial Account (4)
Subscription Rights (right to buy) $ 500 11/18/2014   M     93 11/03/2014 11/18/2014 Units consisting of Notes and Warrants (1) 93 $ 0 0 I Trust (5)
Common Stock Warrants (right to buy) $ 28.41 11/18/2014   M   1,636     (2) 12/15/2019 Common Stock 1,636 (3) 1,636 I Trust (5)
Subscription Rights (right to buy) $ 500 11/18/2014   M     2 11/03/2014 11/18/2014 Units consisting of Notes and Warrants (1) 2 $ 0 0 I Trust (6)
Common Stock Warrants (right to buy) $ 28.41 11/18/2014   M   35     (2) 12/15/2019 Common Stock 35 (3) 35 I Trust (6)
Subscription Rights (right to buy) $ 500 11/18/2014   M     2 11/03/2014 11/18/2014 Units consisting of Notes and Warrants (1) 2 $ 0 0 I Custodial Account (7)
Common Stock Warrants (right to buy) $ 28.41 11/18/2014   M   35     (2) 12/15/2019 Common Stock 35 (3) 35 I Custodial Account (7)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MNUCHIN STEVEN T
C/O ONEWEST BANK
888 E WALNUT ST 6TH FLOOR
PASADENA, CA 91101
  X      

Signatures

 /s/ Deann M. Bogner, as 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) Each subscription right entitles the holder thereof to purchase, at a subscription price of $500, one unit, consisting of (a) a 8% senior unsecured note due 2019 in the principal amount of $500 and (b) 17.5994 warrants, with each warrant entitling the holder thereof to purchase one share of the Company's common stock at a strike price of $28.41. The subscription rights were distributed in a pro rata rights offering to the holders of Sears Holdings Corporation common stock. No fractional warrants will be issued upon exercise of subscription rights.
(2) The warrants are exercisable immediately upon issuance. The rights offering is scheduled to expire on November 18, 2014, and the warrants are expected to be issued shortly thereafter.
(3) The reported securities are included within units purchased by the reporting person for $500 per unit. Each unit consists of (a) a 8% senior unsecured note due 2019 in the principal amount of $500 and (b) 17.5994 warrants, with each warrant entitling the holder thereof to purchase one share of the Company's common stock at a strike price of $28.41. No fractional warrants will be issued upon exercise of subscription rights.
(4) The reported securities are held by a family custodial account, Heather Mnuchin as custodian for Dylan Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.
(5) The reported securities are held by the Steven T. Mnuchin 2002 Family Trust, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.
(6) The reported securities are held by a family trust, Robert Mnuchin Trustee fbo Emma Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.
(7) The reported securities are held by a family custodial account, Heather Mnuchin as custodian for John Player Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.