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 *
TISCH THOMAS J
   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 TISCH FINANCIAL MANAGEMENT, 655 MADISON AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
11/18/2014
(Street)

NEW YORK, NY 10021		 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
Subscription Rights (right to buy) $ 500 11/18/2014   M(5)     7,287 11/03/2014 11/18/2014 Units consisting of Notes and Warrants (1) 7,287 $ 0 0 D  
Common Stock Warrants (right to buy) $ 28.41 11/18/2014   M(5)   128,246     (2) 12/15/2019 Common Stock 128,246 (3) 128,246 D  
Subscription Rights (right to buy) (4) $ 500 11/18/2014   M(5)     10,956 11/03/2014 11/18/2014 Units consisting of Notes and Warrants (1) 10,956 $ 0 0 I Through Trusts
Common Stock Warrants (right to buy) (4) $ 28.41 11/18/2014   M(5)   192,819     (2) 12/15/2019 Common Stock 192,819 (3) 192,819 I Through Trusts

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TISCH THOMAS J
C/O TISCH FINANCIAL MANAGEMENT
655 MADISON AVENUE
NEW YORK, NY 10021		   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 entitled 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 were issued upon exercise of subscription rights.
(2) The warrants are exercisable immediately upon issuance. The rights offering expired on November 18, 2014, and the warrants are expected to be issued shortly.
(3) The warrants 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) Excludes 31,285 rights owned by Andrew H. Tisch, Daniel R. Tisch and James S. Tisch, brothers of Thomas J. Tisch, or by trusts of which they are trustees and/or beneficiaries, in respect of which Thomas J. Tisch has or shares voting power. These rights were exercised, resulting in 550,597 warrants.
(5) Additional units were subscribed for by the Reporting Person in the over-subscription privilege of the Rights Offering. Such over-subscription privilege is subject to proration and such proration was not finalized as of the date of this report. An amended Form 4 will be filed reporting the additional shares acquired by the Reporting Person under the over-subscription privilege when the allocation is finalized by the rights agent.

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