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 *
FAIRHOLME CAPITAL MANAGEMENT LLC
   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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4400 BISCAYNE BOULEVARD, 9TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/10/2017
(Street)

MIAMI, FL 33137		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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
Common Shares, $.01 par value 03/10/2017   P(1)   84,200 A $ 8.33 27,562,548 (2) I See Footnote (3)
Common Shares, $.01 par value 03/14/2017   P(4)   197,700 A $ 8.82 27,760,248 I See Footnote (3)
Common Shares, $.01 par value               16,291,673 I See Footnote (5)
Common Shares, $.01 par value               71,700 D (6)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Warrants to Purchase Common Stock, par value $0.01 $ 25.686             11/18/2014 12/15/2019 Common Stock, par value $0.01 0   6,685,183 (7) I See Footnote (3)
Warrants to Purchase Common Stock, par value $0.01 $ 25.686             11/18/2014 12/15/2019 Common Stock, par value $0.01 0   696,584 I See Footnote (5)
Warrants to Purchase Common Stock, par value $0.01 $ 25.686             11/18/2014 12/15/2019 Common Stock, par value $0.01 0   14,801 D (6)  

Reporting Owners

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

Signatures

 Fairholme Capital Management, L.L.C.,Bruce R. Berkowitz, By: /s/ Paul Thomson, (Attorney in Fact)   03/14/2017
**Signature of Reporting Person Date
 Bruce R. Berkowitz, By: /s/ Paul Thomson, Attorney-in-fact   03/14/2017
**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) The securities are held in an account managed by Fairholme Capital Management, L.L.C. ("Fairholme"). Fairholme does not have any direct or indirect pecuniary interest in the managed account because Fairholme (i) does not receive any incentive compensation from the managed account and (ii) does not have a direct or indirect interest in the managed account.
(2) In addition to the 84,200 securities reported in Column 4, the amount reported in Column 5 accounts for 166,300 shares now held in accounts over which the Reporting Persons no longer have beneficial ownership.
(3) The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz ("Mr. Berkowitz") because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to separate series of a registered investment company and certain private funds and managed accounts. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(4) The securities are held in accounts managed by Fairholme. Fairholme does not have any direct or indirect pecuniary interest in the managed accounts because Fairholme (i) does not receive any incentive compensation from the managed accounts and (ii) does not have a direct or indirect interest in the managed accounts.
(5) The reported securities are directly owned by The Fairholme Fund and The Fairholme Allocation Fund (each, a "Fund"), each a series of Fairholme Funds, Inc. The securities may be deemed to be beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to each Fund and certain private funds and managed accounts. Each Fund and the Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Fund and the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(6) The reported securities are directly owned by Mr. Berkowitz.
(7) The amount reported in Column 9 accounts for 18,584 derivative securities now held in accounts over which the Reporting Persons no longer have beneficial ownership.

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