UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 58) *

Sears Holdings Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

812350106

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 4, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 58 to Schedule 13D (this “Amendment”) relates to common shares, par value $0.01 per share (the “Holdings Common Stock”), of Sears Holdings Corporation, a Delaware corporation (“Holdings”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (“SEC”).

Item 3 is hereby amended and supplemented as follows:

“In grants of shares of Holdings Common Stock by Holdings on October 31, 2017, November 30, 2017, and December 29, 2017, pursuant to the Extension Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 151,617 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as consideration for serving as Chief Executive Officer and no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.”

Item 4 is hereby amended and supplemented as follows:

“On October 18, 2017, Holdings, through Sears, Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears Holdings Management Corporation, Maxserv, Inc., Troy Coolidge No. 13, LLC, Sears Development Co. and Big Beaver of Florida Development, LLC (collectively, the “Second A&R RE Loan Borrowers”), entities wholly-owned and controlled, directly or indirectly by Holdings, entered into a Second Amended and Restated Loan Agreement (as amended, the “Second A&R RE Loan Agreement”), which amended and restated its A&R RE Loan Agreement with the RE Loan Lenders, affiliates of the Reporting Persons. On October 4, 2017, pursuant to the A&R RE Loan Agreement, the Second A&R RE Loan Borrowers borrowed $100 million (the “Initial Incremental Loan”) from the RE Loan Lenders. On October 18, 2017, pursuant to the Second A&R RE Loan Agreement, the Second A&R RE Loan Borrowers borrowed an additional $40 million (the “Second Incremental Loan”) from the RE Loan Lenders.

On October 25, 2017, the Second A&R RE Loan Borrowers entered into an amendment (the “Second A&R RE Loan Amendment”) to the Second A&R RE Loan Agreement, pursuant to which the Second A&R RE Loan Borrowers drew the remaining $60 million (the “Additional Incremental Loan” and, together with the Initial Incremental Loan and the Second Incremental Loan, the “Incremental Loans”). The $200 million aggregate Incremental Loans made under the Second A&R RE Loan Agreement in October 2017 mature on the later of (1) April 23, 2018 and (2) the earlier of (x) the date the loans under the Amended and Restated Loan Facility (as amended) are repaid in full and (y) the maturity date of the loans under the Amended and Restated Loan Facility (including any extensions thereof in accordance with the A&R Loan Facility Agreement (as defined below)). All other loans under the Second A&R RE Loan Agreement continue to mature on July 20, 2020.

After giving effect to the $200 million Incremental Loans, the aggregate principal amount outstanding, as of October 25, 2017, under the Second A&R RE Loan Agreement was $569.5 million. The $200 million Incremental Loans have an annual interest rate of 11%, with accrued interest payable monthly, and no upfront or funding fees were paid. All of the Incremental Loans under the Second A&R RE Loan Agreement are guaranteed by Holdings and secured by a first lien on 76 real properties. The $200 million Incremental Loans are also secured by a second lien on 16 real properties owned by the Second A&R RE Loan Borrowers.

In connection with the Additional Incremental Loan described above, certain of the Second A&R RE Loan Borrowers entered into a Second Amendment, dated as of October 25, 2017 (the “Second A&R Loan Facility Amendment”), to the Amended and Restated Loan Facility Agreement (as previously amended July 3, 2017) (as amended by the Second A&R Loan Facility Amendment and as may be further amended, restated, modified, or supplemented and in effect from time to time, the “A&R Loan Facility Agreement”) to add a cross-default provision and make certain other changes to the Amended and Restated Loan Facility. The ESL Lenders have syndicated and/or participated and may further syndicate or participate all or a portion of the loans they provided under the Amended and Restated Loan Facility from time to time to unaffiliated third parties on the same terms.

The Second A&R RE Loan Agreement includes certain representations and warranties, indemnities and covenants, including with respect to the condition and maintenance of the real property collateral. The Second A&R RE Loan Agreement has certain events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and bankruptcy or insolvency proceedings. If there is an event of default, the RE Loan Lenders may declare all or any portion of the outstanding indebtedness to be immediately due and payable, exercise any rights they might have under the Second A&R RE Loan Agreement and related documents (including against the collateral), and require the Second A&R RE Loan Borrowers to pay a default interest rate equal to the greater of (i) 2.5% in excess of the base interest rate and (ii) the prime rate plus 1%.

The Second A&R RE Loan Agreement permits the RE Loan Lenders to syndicate or participate all or a portion of the outstanding loans, and the RE Loan Lenders have advised the Second A&R RE Loan Borrowers that they are amenable to syndicating all or a portion of the Incremental Loans to unaffiliated third parties on the same terms.

The foregoing description of the Incremental Loans and the Second A&R RE Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Second A&R RE Loan Agreement, filed as Exhibit 99.47 hereto and incorporated by reference herein. The foregoing description of the Second A&R RE Loan Amendment and the Second A&R Loan Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the Second A&R RE Loan Amendment, filed as Exhibit 99.48 hereto and incorporated by reference herein and to the Second A&R Loan Facility Amendment, filed as Exhibit 99.49 hereto and incorporated by reference herein.

On December 11, 2017 JPP, LLC and JPP II, LLC, as assignors, syndicated an aggregate of $330,000 of their portion of the LC Facility to an unaffiliated third party, as assignee. In connection with such syndication of the LC Facility, JPP, LLC, JPP II, LLC, and the unaffiliated third party executed assignment and acceptance agreements, substantially in the Form of Assignment and Acceptance Agreement filed as Exhibit 99.44 to the Amendment to Schedule 13D filed by the Reporting Persons on August 3, 2017. The LC Facility permits the LC Lenders to syndicate or participate all or a portion of their portion of the LC Facility, and JPP, LLC and/or JPP II, LLC may in the future further syndicate or participate all or their remaining portion of the LC Facility from time to time to unaffiliated third parties on the same terms.

On January 4, 2018, Holdings, through Sears Roebuck Acceptance Corp. and Kmart Corporation (collectively, the “Term Loan Borrowers”), entities wholly-owned and controlled, directly or indirectly by Holdings, entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) providing for a secured term loan facility (the “Term Loan Facility”) from JPP, LLC and JPP II, LLC, as lenders (collectively, the “Term Loan Lenders”), with JPP, LLC, serving as administrative and collateral agent (the “Term Loan Agent”).

The Term Loan Facility is guaranteed by Holdings and certain of its subsidiaries that guarantee Holdings’ other material debt or own material intellectual property. The Term Loan Facility is secured by substantially all of the unencumbered intellectual property of Holdings and its subsidiaries, other than intellectual property relating to the Kenmore and DieHard brands, as well as by certain real property interests, in each case subject to certain exclusions.

$100 million was borrowed under the Term Loan Facility on January 4, 2018. The Term Loan Facility also contains an uncommitted incremental loan feature that, subject to the satisfaction of certain conditions, including the consent of the Term Loan Agent, would permit up to an additional $200 million to be borrowed from existing or new lenders and secured by the same collateral as the initial loan under the Term Loan Facility.

The loans under the Term Loan Facility bear interest at an annual interest rate of LIBOR plus 12.5%, which during the first year can be paid in kind by capitalizing interest. The loans under the Term Loan Facility mature on July 20, 2020.

No upfront or arrangement fees were paid in connection with the Term Loan Facility. The loans under the Term Loan Facility are prepayable without premium or penalty.

The Term Loan Facility includes certain representations and warranties, indemnities and covenants, including with respect to the condition and maintenance of the intellectual property and real property collateral. The Term Loan Facility has certain events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and bankruptcy or insolvency proceedings. If there is an event of default, the Term Loan Lenders may declare all or any portion of the outstanding indebtedness to be immediately due and payable, exercise any rights they might have (including against the collateral), and require the Term Loan Borrowers to pay a default interest rate.

The Term Loan Facility permits the Term Loan Lenders to syndicate or participate all or a portion of the outstanding loans, and the Term Loan Lenders have advised the Term Loan Borrowers that they are amenable to syndicating all or a portion of the Term Loan Facility to unaffiliated third parties on the same terms.

The foregoing description of the Term Loan Facility does not purport to be complete and is qualified in its entirety by reference to the Term Loan Credit Agreement, filed as Exhibit 99.50 hereto and incorporated by reference herein.

On January 9, 2018, Holdings, Second-Lien Borrowers, and certain other subsidiaries of Holdings entered into a Second Amendment to the Amended Second Lien Credit Agreement (the “2nd Second Lien Amendment”) with the lenders party thereto and JPP, LLC, as administrative agent and collateral administrator.

The 2nd Second Lien Amendment amended the borrowing base definition in the Amended Second Lien Credit Agreement to increase the advance rate for inventory to 75% from 65%. The 2nd Second Lien Amendment also defers the collateral coverage test for purposes of the mandatory repayment covenant in the Amended Second Lien Credit Agreement such that no such mandatory repayment can be required until the end of the third quarter of 2018.

The foregoing description of the 2nd Second Lien Amendment does not purport to be complete and is qualified in its entirety by reference to the 2nd Second Lien Amendment, filed as Exhibit 99.51 hereto and incorporated by reference herein.”

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to Holdings or securities of Holdings for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of Holdings or otherwise with respect to Holdings or any securities of Holdings or (ii) a member of any syndicate or group with respect to Holdings or any securities of Holdings.

As of January 10, 2018, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock set forth in the table below.

(c)    Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d)     Not applicable.

(e)    Not applicable.”

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6.”

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SEARS HOLDINGS CORPORATION