| 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, 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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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*
(Street)
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2. Issuer Name and
Ticker or Trading Symbol KMART HOLDING CORP [ KMRT ] |
5. Relationship of Reporting
Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2005 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original
Filed (Month/Day/Year) |
6. Individual or Joint/Group Filing
(Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.01 per share | 01/31/2005 | C | 4,643,292 | A | $10 | 35,750,622 | D ( 1 ) | |||
| Common Stock, par value $0.01 per share | 01/31/2005 | C | 4,643,292 | A | $10 | 35,750,646 | I ( 2 ) ( 3 ) ( 8 ) | See Note ( 8 ) | ||
| Common Stock, par value $0.01 per share | 01/31/2005 | C | 6,269,998 | A | $10 | 48,303,424 | I ( 4 ) ( 8 ) | See Note ( 8 ) | ||
| Common Stock, par value $0.01 per share | 01/31/2005 | C | 6,269,998 | A | $10 | 48,303,424 | I ( 5 ) ( 8 ) | See Note ( 8 ) | ||
| Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Excercise 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 | ||||||||
| 9.00% Convertible Subordinated Note | $10 | 01/31/2005 | C | $44,433,417 | ( 6 ) | 05/06/2006 | Common Stock | 4,643,292 | ( 7 ) | 0 | D ( 1 ) | ||||
| 9.00% Convertible Subordinated Note | $10 | 01/31/2005 | C | $44,433,417 | ( 6 ) | 05/06/2006 | Common Stock | 4,643,292 | ( 7 ) | 0 | I ( 2 ) ( 8 ) | See Note ( 8 ) | |||
| 9.00% Convertible Subordinated Note | $10 | 01/31/2005 | C | $60,000,000 | ( 6 ) | 05/06/2006 | Common Stock | 6,269,998 | ( 7 ) | 0 | I ( 4 ) ( 8 ) | See Note ( 8 ) | |||
| 9.00% Convertible Subordinated Note | $10 | 01/31/2005 | C | $60,000,000 | ( 6 ) | 05/06/2006 | Common Stock | 6,269,998 | ( 7 ) | 0 | I ( 5 ) ( 8 ) | See Note ( 8 ) | |||
1. Name and Address of Reporting
Person*
(Street)
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1. Name and Address of Reporting
Person*
(Street)
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1. Name and Address of Reporting
Person*
(Street)
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1. Name and Address of Reporting
Person*
(Street)
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| Explanation of Responses: |
| 1. These securities are owned by CRK Partners II, L.P., a Delaware limited partnership ("CRK II"). |
| 2. These securities may be deemed to be indirectly beneficially owned by CRK Partners, L.L.C., a Delaware limited liability company ("CRK LLC"). See note 8. |
| 3. Includes 24 shares of common stock owned by CRK LLC. |
| 4. These securities may be deemed to be indirectly beneficially owned by ESL Investments, Inc., a Delaware corporation ("ESL Investments"). See note 8. |
| 5. These securities may be deemed to be indirectly beneficially owned by Edward S. Lampert. See note 8. |
| 6. The 9.00% Convertible Subordinated Notes were issued on May 6, 2003 and were convertible at any time prior to their maturity. |
| 7. This transaction is a conversion of a derivative security, including accrued and unpaid interest thereon, for which the conversion price per share is reported in Column 2, pursuant to Instruction 4(c)(iii). |
| 8. This Form 4 is filed on behalf of a group consisting of CRK II, ESL Investments, CRK LLC and Edward S. Lampert. Pursuant to Rule 16a-1(a)(2), ESL Investments, CRK LLC and Mr. Lampert may be deemed indirect beneficial owners of certain of the securities reported on this Form 4. CRK LLC is the general partner of CRK II. ESL Investments is the managing member of CRK LLC. Mr. Lampert is a controlling stockholder of ESL Investments and a director and Chairman of the Board of Kmart Holding Corporation. The securities reported as being owned by CRK II reflect the total amount of securities beneficially owned by CRK II, which is greater than CRK LLC's, Mr. Lampert's or ESL Investment's indirect pecuniary interest in such securities or in the other securities reported as beneficially onwed by each of them |
| /s/ William C. Crowley, President and COO (see signature of other Reporting Persons attached as Exhibit 99.1) | 01/31/2005 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||