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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
SEARS HOLDINGS CORP
[SHLD] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Interim CEO |
| 3. Date of Earliest Transaction (Month/Day/Year)
06/18/2008 | 4. If Amendment, Date of 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 |
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| 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
| 06/18/2008 | | I | |
1,453
| A | $
77.91
|
1,453
|
I
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By 401(k) Plan
| |
Common Stock
| | | | | | | |
40,123
|
D
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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 |
| Explanation of Responses: |
| /s/ W. Bruce Johnson | 06/20/2008 | | ** Signature of Reporting Person | Date | | Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | | * 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).
| | Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. | | 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 Number. |
EX-24.
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EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Charles J. Hansen, William R. Harker, Emily
A. Sturges and Dorian R. Williams, with full power to each of them to act alone, as his true and
lawful attorney-in-fact to:
(1) execute and file in the name and on behalf of the undersigned Forms 3, 4 and 5
pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary
or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such
form with the United States Securities and Exchange Commission, the NASDAQ Stock Market, or
otherwise; and
(3) take any other action of any type whatsoever in connection with the foregoing which such
attorney-in-fact in his or her sole discretion determines may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney
shall be in such form and shall contain such terms and conditions as such attorney-in-fact may
approve in his or her discretion.
Until such time as the undersigned is no longer subject to the obligations imposed by Section 16,
the undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform each and every act and thing whatsoever which such attorney-in-fact in his or her sole
discretion determines to be necessary or appropriate to be done in the exercise of any of the
rights and powers herein granted, with full power of substitution or resubstitution, hereby
ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934
and shall have no liability with respect thereto.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this
20th day of June, 2008.
/s/ W. Bruce Johnson
W. Bruce Johnson
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