UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Sears Holdings Corporation
---------------------------------------
NAME OF ISSUER:
Common Stock (Par Value $ 0.01)
---------------------------------------
TITLE OF CLASS OF SECURITIES
812350106
-------------------------------------
CUSIP NUMBER
December 29, 2006
---------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank AG*
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 8,556,011
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 8,556,011
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,556,011
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.56%
12. TYPE OF REPORTING PERSON
HC, CO, BK
* In accordance with Securities Exchange Act Release No. 39538 (January 12,
1998), this filing reflects the securities beneficially owned by the
Corporate and Investment Banking business group and the Corporate
Investments business group (collectively, "CIB") of Deutsche Bank AG and
its subsidiaries and affiliates (collectively, "DBAG"). This filing does
not reflect securities, if any, beneficially owned by any other business
group of DBAG. Consistent with Rule 13d-4 under the Securities Exchange Act
of 1934 ("Act"), this filing shall not be construed as an admission that
CIB is, for purposes of Section 13(d) under the Act, the beneficial owner
of any securities covered by the filing. Furthermore, CIB disclaims
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which CIB or its employees have voting or
investment discretion, or both, and (ii) certain investment entities, of
which CIB is the general partner, managing general partner, or other
manager, to the extent interests in such entities are held by persons other
than CIB.
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank Securities Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 7,763,216
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 7,763,216
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,763,216
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.05%
12. TYPE OF REPORTING PERSON
BD, CO
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank AG, London Branch
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 792,795
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 792,795
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,795
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.52%
12. TYPE OF REPORTING PERSON
CO, BK
Item 1(a). Name of Issuer:
Sears Holdings Corporation (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
3333 Beverly Road
Hoffman Estates, IL 60179
United States
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Deutsche Bank AG
("Reporting Person").
Item 2(b). Address of Principal Business Office or, if none, Residence:
Taunusanlage 12
D-60325 Frankfurt am Main
Federal Republic of Germany
Item 2(c). Citizenship:
The citizenship of the Reporting Person is set forth on the
cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock, $0.01 par value
("Common Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on the cover
page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
(a) [X] Broker or dealer registered under section 15 of the
Act;
Deutsche Bank Securities Inc.
(b) [X] Bank as defined in section 3(a)(6) of the Act;
Deutsche Bank AG, London Branch
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act;
(d) [ ] Investment Company registered under section 8
of the Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with Rule
13d- 1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or endowment fund in
accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) [X] Parent holding company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G);
Deutsche Bank AG
(h) [ ] A savings association as defined in section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1
(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
The Reporting Person owns the amount of the Common Stock
asset forth on the cover page.
(b) Percent of class:
The Reporting Person owns the percentage of the Common
Stock as set forth on the cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
The Reporting Person has the sole power to vote or
direct the vote of the Common Stock as set forth on
the cover page.
(ii) shared power to vote or to direct the vote:
The Reporting Person has the shared power to vote or
direct the vote of the Common Stock as set forth on
the cover page.
(iii) sole power to dispose or to direct the
disposition of:
The Reporting Person has the sole power to dispose or
direct the disposition of the Common Stock as set
forth on the cover page.
(iv) shared power to dispose or to direct the disposition
of:
The Reporting Person has the shared power to dispose
or direct the disposition of the Common Stock as set
forth on the cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Subsidiary Item 3 Classification
Deutsche Bank AG, London Branch Bank
Deutsche Bank Securities Inc. Broker Dealer
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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: February 01, 2007
Deutsche Bank AG
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Pasquale Antolino
Name: Pasquale Antolino
Title: Assistant Vice President
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: February 01, 2007
Deutsche Bank Securities Inc.
By: /s/ Margaret M. Adams
Name: Margaret M. Adams
Title: Director
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President