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AUTOZONE INC — Major Shareholding Notification 2011
Jan 4, 2011
29936_mrq_2011-01-04_64ed6129-fecb-43bc-90cb-ea540df2f96a.zip
Major Shareholding Notification
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 35)*
AutoZone, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
053332102
(CUSIP Number)
David A. Katz
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 3, 2011
(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 remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 (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).
Page 1 of 16 Pages
PAGE 2 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON ESL Partners, L.P. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| 7 | SOLE VOTING POWER 6,458,460 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 6,458,460 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON PN |
PAGE 3 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON ESL Institutional Partners, L.P. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| 7 | SOLE VOTING POWER 1,529 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 1,529 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON PN |
PAGE 4 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON ESL Investors, L.L.C. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| 7 | SOLE VOTING POWER 2,114,417 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 2,114,417 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON OO |
PAGE 5 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON Acres Partners, L.P. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| 7 | SOLE VOTING POWER 2,000,000 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 2,000,000 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON PN |
PAGE 6 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON RBS Investment Management, L.L.C. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| 7 | SOLE VOTING POWER 1,529 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 1,529 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON OO |
PAGE 7 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON Tynan, LLC | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| 7 | SOLE VOTING POWER 22,891 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 8,487 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON OO |
PAGE 8 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON RBS Partners, L.P. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| 7 | SOLE VOTING POWER 8,572,877 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 8,572,877 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON PN |
PAGE 9 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON ESL Investments, Inc. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| 7 | SOLE VOTING POWER 10,574,406 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 10,574,406 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON CO |
PAGE 10 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON Edward S. Lampert | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| 7 | SOLE VOTING POWER 14,098,744 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 11,652,306 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON IN |
PAGE 11 OF 16
CUSIP No . 053332102
| 1 | NAME OF REPORTING PERSON William C. Crowley | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) X (b) _ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS N/A | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| 7 | SOLE VOTING POWER 35,371 | |
| NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 20,967 |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,134,115 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3% | |
| 14 | TYPE OF REPORTING PERSON IN |
PAGE 12 OF 16
This Amendment No. 35 to Schedule 13D (this Amendment) relates to shares of common stock, par value $0.01 per share (the "Shares"), of AutoZone, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 35 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), ESL Institutional Partners, L.P., a Delaware limited partnership (Institutional), ESL Investors, L.L.C., a Delaware limited liability company (Investors), Acres Partners, L.P., a Delaware limited partnership (Acres), RBS Investment Management, L.L.C., a Delaware limited liability company (RBSIM), Tynan, LLC, a Delaware limited liability company (Tynan), RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Investments, Inc., a Delaware corporation (Investments), Edward S. Lampert and William C. Crowley, both United States citizens, by furnishing the information set forth below. Partners, Institutional, Investors, Acres, RBSIM, Tynan, RBS, Investments, Mr. Lampert and Mr. Crowley are collectively defined as the Filing Persons. 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.
The Filing Persons are filing this Amendment No. 35 to report recent open-market sales of Shares and a distribution of Shares on a pro rata basis to certain limited partners that elected in 2010 to redeem all or a portion of their interest in Partners, which together have decreased the amount of Shares that the Filing Persons may be deemed to beneficially own by an amount greater than one percent of the outstanding Shares of the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) As of January 4, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 14,134,115 Shares (which represents approximately 32.3% of the 43,792,440 Shares outstanding as of December 13, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 16, 2010).
| REPORTING PERSON | NUMBER OF SHARES BENEFICIALLY OWNED | Percentage of Outstanding Shares | SOLE VOTING POWER | SHARED VOTING POWER | SOLE DISPOSITIVE POWER | SHARED DISPOSITIVE POWER |
|---|---|---|---|---|---|---|
| ESL Partners, L.P. | 14,134,115 (1) | 32.3% | 6,458,460 | 0 | 6,458,460 | 0 |
| ESL Institutional Partners, L.P. | 14,134,115 (1) | 32.3% | 1,529 | 0 | 1,529 | 0 |
| ESL Investors, L.L.C. | 14,134,115 (1) | 32.3% | 2,114,417 | 0 | 2,114,417 | 0 |
| Acres Partners, L.P. | 14,134,115 (1) | 32.3% | 2,000,000 | 0 | 2,000,000 | 0 |
| RBS Investment Management, L.L.C. | 14,134,115 (1) | 32.3% | 1,529 (2) | 0 | 1,529 (2) | 0 |
| Tynan, LLC | 14,134,115 (1) | 32.3% | 22,891 | 0 | 8,487 (3) | 0 |
| RBS Partners, L.P. | 14,134,115 (1) | 32.3% | 8,572,877 (4) | 0 | 8,572,877 (4) | 0 |
| ESL Investments, Inc. | 14,134,115 (1) | 32.3% | 10,574,406 (5) | 0 | 10,574,406 (5) | 0 |
| Edward S. Lampert | 14,134,115 (1) | 32.3% | 14,098,744 (6) | 0 | 11,652,306 (3) | 0 |
| William C. Crowley | 14,134,115 (1) | 32.3% | 35,371 (7) | 0 | 20,967 (3) | 0 |
PAGE 13 OF 16
(1) This number consists of 6,458,460 Shares held by Partners, 1,529 Shares held by Institutional, 2,114,417 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 22,891 Shares held by Tynan, 12,480 Shares held by Mr. Crowley, 3,489,943 Shares held by Mr. Lampert and 34,395 Shares held by The Lampert Foundation (formerly known as The Edward and Kinga Lampert Foundation), of which Mr. Lampert is a trustee.
(2) This number consists of 1,529 Shares held by Institutional.
(3) This number excludes Shares subject to the Lock-Up Agreement described herein.
(4) This number consists of 6,458,460 Shares held by Partners and 2,114,417 Shares held in an account established by the investment member of Investors.
(5) This number consists of 6,458,460 Shares held by Partners, 1,529 Shares held by Institutional, 2,114,417 Shares held in an account established by the investment member of Investors and 2,000,000 Shares held by Acres.
(6) This number consists of 6,458,460 Shares held by Partners, 1,529 Shares held by Institutional, 2,114,417 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 3,489,943 Shares held by Mr. Lampert and 34,395 Shares held by The Lampert Foundation (formerly known as The Edward and Kinga Lampert Foundation), of which Mr. Lampert is a trustee.
(7) This number consists of 22,891 Shares held by Tynan and 12,480 Shares held by Mr. Crowley.
In addition, Mr. Crowley directly owns options, which are not exercisable in the next 60 days, to purchase 9,526 Shares.
(c) Other than as set forth in Annex A hereto, there have been no transactions in Shares by any of the Filing Persons since December 23, 2010, the record date of the last Amendment on Schedule 13D by the Filing Persons.
(d) Not applicable.
(e) Not applicable.
PAGE 14 OF 16
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.
Dated: January 4, 2011
ESL PARTNERS, L.P.
By: RBS Partners, L.P., as its general partner
By: ESL Investments, Inc., as its general partner
By: /s/ Adrian J. Maizey
Name: Adrian J. Maizey Title: Chief Financial Officer
ESL INSTITUTIONAL PARTNERS, L.P.
By: RBS Investment Management, L.L.C., as its general partner
By: ESL Investments, Inc., as its manager
By: /s/ Adrian J. Maizey
Name: Adrian J. Maizey Title: Chief Financial Officer
ESL INVESTORS, L.L.C.
By: RBS Partners, L.P., as its managing member
By: ESL Investments, Inc., as its general partner
By: /s/ Adrian J. Maizey
Name: Adrian J. Maizey Title: Chief Financial Officer
ACRES PARTNERS, L.P.
By: ESL Investments, Inc., as its general partner
By: /s/ Adrian J. Maizey
Name: Adrian J. Maizey Title: Chief Financial Officer
PAGE 15 OF 16
RBS INVESTMENT MANAGEMENT, L.L.C.
By: ESL Investments, Inc., as its manager
By: /s/ Adrian J. Maizey
Name: Adrian J. Maizey Title: Chief Financial Officer
TYNAN, LLC
By: /s/ William C. Crowley Name: William C. Crowley Title: Manager
RBS PARTNERS, L.P.
By: ESL Investments, Inc., as its general partner
By: /s/ Adrian J. Maizey
Name: Adrian J. Maizey Title: Chief Financial Officer
ESL INVESTMENTS, INC.
By: /s/ Adrian J. Maizey
Name: Adrian J. Maizey Title: Chief Financial Officer
EDWARD S. LAMPERT
/s/ Edward S. Lampert
WILLIAM C. CROWLEY
/s/ William C. Crowley
PAGE 16 OF 16
ANNEX A
Recent Transactions by the Filing Persons in the Securities of AutoZONE, Inc.
| Entity | Date of Transaction | Nature of Transaction | Number of Shares of Common Stock | Weighted Average Price per Share ($) |
|---|---|---|---|---|
| ESL Partners, L.P. | 12/31/2010 | Open Market Sales | 3,399 | $274.52 |
| ESL Partners, L.P. | 1/3/2011 | Pro Rata Distribution to Redeeming Limited Partners | 628,159 | $0 |
| ESL Partners, L.P. | 1/3/2011 | Open Market Sales | 20,718 | $273.21 |
| Account established by the investment member of ESL Investors, L.L.C. | 12/31/2010 | Open Market Sales | 1,015 | $274.52 |
| Account established by the investment member of ESL Investors, L.L.C. | 1/3/2011 | Open Market Sales | 6,783 | $273.21 |
| ESL Institutional Partners, L.P. | 12/31/2010 | Open Market Sales | 1 | $274.52 |
| ESL Institutional Partners, L.P. | 1/3/2011 | Open Market Sales | 5 | $273.21 |
| Edward S. Lampert | 12/31/2010 | Open Market Sales | 1,675 | $274.52 |
| Edward S. Lampert | 1/3/2011 | Open Market Sales | 11,196 | $273.21 |
| The Lampert Foundation | 12/31/2010 | Open Market Sales | 17 | $274.52 |
| The Lampert Foundation | 1/3/2011 | Open Market Sales | 110 | $273.21 |
| Tynan, LLC 1 | 12/31/2010 | Open Market Sales | 17 | $274.52 |
| Tynan, LLC 1 | 1/3/2011 | Open Market Sales | 113 | $273.21 |
| William C. Crowley | 1/1/2011 | Distribution of Director's Compensation from the Issuer | 183.4 | $0 |
1 William C. Crowley is the sole manager of and a member of Tynan, LLC.