| 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) 07/01/2004 | ||||||||||||||||||||||||||
| 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 | 07/01/2004 | J ( 1 ) | V | 0 | A | $0 | 30,554,538 | D ( 2 ) ( 7 ) | ||
| Common Stock | 07/01/2004 | J ( 1 ) | V | 24 | A | $0 | 24 | D ( 3 ) ( 7 ) | ||
| Common Stock | 07/01/2004 | J ( 1 ) | V | 7,217,324 | A | $0 | 7,217,324 | D ( 4 ) ( 7 ) | ||
| Common Stock | 07/01/2004 | J ( 1 ) | V | 0 | A | $0 | 30,554,538 | I ( 5 ) ( 7 ) | See ( 7 ) | |
| Common Stock | 07/01/2004 | J ( 1 ) | V | 0 | A | $0 | 34,263,210 | I ( 6 ) ( 7 ) | See ( 7 ) | |
| 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% Convertible Subordinated Notes of Kmart Holding Corp | $10 | 07/01/2004 | J ( 1 ) | V | $10,268,540 | 05/06/2003 | 05/06/2005 | Common Stock | 1,026,854 | $0 | $10,268,540 | D ( 4 ) ( 7 ) | |||
| Option per Agreement, dated 01/24/03, as amended | $13 | 07/01/2004 | J ( 1 ) | V | 1,108,212 | 05/06/2003 | 05/06/2005 | Common Stock | 1,108,212 | $0 | 1,108,212 | D ( 4 ) ( 7 ) | |||
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. On July 1, 2004, ESL Limited, a Bermuda corporation ("Limited") contributed its limited partnership interests in Institutional to ESL in exchange for a limited partnership interest in ESL, following which (i) Institutional distributed 705,898 shares of Kmart Common Stock, Convertible Notes convertible, at the election of the holders thereof, into 100,883 shares of Kmart Common Stock and 108,875 Kmart Options to ESL and (ii) CRK I was dissolved and made liquidating distributions of 6,511,426 and 24 shares of Kmart Common Stock to ESL and CRK Partners, respectively and Convertible Notes convertible, at the election of the holders thereof, into 925,971 of Kmart Common Stock and 999,337 Kmart Options to ESL. As a result of the transactions discussed in this note 1, certain securities that may have been deemed to be indirectly beneficially owned are now owned directly by the entities indicated. |
| 2. These securities are owned by CRK Partners II, LP ("CRK II"). |
| 3. These securities are owned by CRK Partners, LLC ("CKR LLC"). |
| 4. These securities are owned by ESL. |
| 5. These securities may be deemed to be indirectly beneficially owned by CRK LLC. See note 7. |
| 6. These securities may be deemed to be indirectly beneficially owned by ESL. See note 7. |
| 7. This Form 4 is filed on behalf of a group consisting of CRK II, ESL, CRK LLC and Edward S. Lampert. Pursuant to Rule 16a-1(a)(2), ESL, 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 is the managing member of CRK LLC. Mr. Lampert is a controlling stockholder of ESL 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's indirect pecuniary interest in such securities. |
| /s/ William C. Crowley, President of ESL Investments, Inc. (200 Greenwich Avenue, Greenwich, CT 06830) | 07/02/2004 | |
| /s/ William C. Crowley, for CRK Partners II, LP (200 Greenwich Avenue, Greenwich, CT 06830) | 07/02/2004 | |
| /s/ William C. Crowley, for CRK Partners, LLC (200 Greenwich Avenue, Greenwich, CT 06830) | 07/02/2004 | |
| /s/ Edward S. Lampert (200 Greenwich Avenue, Greenwich, CT 06830) | 07/02/2004 | |
| ** 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. | ||