Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SEARS HOLDINGS CORP
   2. Issuer Name and Ticker or Trading Symbol
Sears Hometown & Outlet Stores, Inc. [SHOS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3333 BEVERLY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
09/07/2012
(Street)

HOFFMAN ESTATES, IL 60179		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Option to purchase common stock $ 3.27 (1) 09/07/2012   D(2)     105,919,060 09/11/2012(3) 10/08/2012 Common Stock 23,100,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SEARS HOLDINGS CORP
3333 BEVERLY ROAD
HOFFMAN ESTATES, IL 60179		     X    

Signatures

 By: /s/ Charles J. Hansen, Vice President, Chief Counsel and Assistant Secretary   09/11/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price per whole share of Sears Hometown and Outlet Stores, Inc. common stock is $15.00. Each right will entitle its holder to purchase from Sears Holdings Corporation 0.218091 of a share of Sears Hometown and Outlet Stores, Inc. common stock.
(2) Sears Holdings Corporation is scheduled to distribute to all of the holders of Sears Holdings Corporation common stock of record as of September 7, 2012 rights to acquire all of the shares of Sears Hometown and Outlet Stores, Inc. common stock owned by Sears Holdings Corporation on September 11, 2012. Sears Holdings Corporation will retain the right to cancel these rights to acquire shares of Sears Hometown and Outlet Stores, Inc. common stock until October 8, 2012.
(3) Holders of the rights to acquire Sears Hometown and Outlet Stores, Inc. common stock may exercise such rights beginning on the date of distribution, which is scheduled for September 11, 2012. Once exercised, these rights will be irrevocable. However, no shares of Sears Hometown and Outlet Stores, Inc. common stock will be distributed to holders who elect to exercise such rights until after October 8, 2012.

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