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
or Section 30(h) of the Investment Company Act of 1940
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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 *
SCHRIESHEIM ROBERT A
(Last) (First) (Middle)
3333 BEVERLY ROAD
(Street)
HOFFMAN ESTATES IL 60179
(City) (State) (Zip)
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)
EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2014
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
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 08/16/2014   F   2,683 (1) D $ 35.16 58,292 D  
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 Securities Underlying Derivative Security (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: 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:
1. Represents shares surrendered to the issuer to pay the reporting person's tax withholding obligations incurred in connection with the vesting of restricted stock, the award of which was previously reported.
/s/ Deann M. Bogner, as attorney-in-fact 08/19/2014
** 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).
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rrd373571_423028.html 
EXHIBIT 24

LIMITED POWER OF ATTORNEY 

The undersigned hereby constitutes and appoints each of Kristin M. Coleman, Bradley M. Hanna,
Deborah K. Koenen and Deann M. Bogner 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 
8th day of August, 2014.


/s/ Robert A. Schriesheim
Robert A. Schriesheim