Sears Holdings Corp. (fka SHLDQ)

[jimr1717]

Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
“Pursuant to that certain Final Order Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Interests in, and Claims Against, the Debtors and Claiming Certain Worthless Stock Deductions, entered by the Bankruptcy Court on November 16, 2018, Docket No. 795, In re Sears Holdings Corporation, Ch. 11 Case No. 18-23538 (RDD), Bankr. S.D.N.Y. (the “NOL Order”), certain restrictions, notification requirements, and/or other procedures apply to trading and transfers of interests in, and claims against, the “Debtors” (as defined in the NOL Order), including Holdings, and all claims of worthless stock deductions with respect to interests in the Debtors held by certain “Substantial Securityholders” (as defined in the NOL Order). Under the terms of the NOL Order, among other things, the convertibility into shares of Holdings Common Stock of any and all Warrants, Senior Unsecured Convertible PIK Toggle Notes, Senior Secured Convertible PIK Toggle Notes and/or Second Lien Term Loans held by or attributable under U.S. tax law to Partners or Mr. Lampert, as applicable, is subject to and requires the approval of the Debtors or the Bankruptcy Court. As a result of this material contingency on convertibility under the NOL Order, none of the Reporting Persons should be deemed to have beneficial ownership of any shares of Holdings Common Stock with respect to the Warrants, the Senior Unsecured Convertible PIK Toggle Notes, the Senior Secured Convertible PIK Toggle Notes and/or the Second Lien Term Loans held by Partners, Mr. Lampert and/or any of their affiliates, as applicable.”