This Amendment No. 21 to Schedule 13D (this Amendment No. 21) relates
to shares of common stock, par value $0.01 per share (the Common Stock), of Sears Hometown Stores, Inc. (formerly known as Sears Hometown and Outlet Stores, Inc.), a Delaware corporation (the Issuer). This Amendment
No. 21 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), RBS Partners, L.P., a Delaware limited partnership
(RBS), ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment No. 21, 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 filed with the Securities and Exchange Commission (SEC).
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On October 23, 2019, immediately following the consummation of the Outlet Sale of the Issuers Outlet Segment to Purchaser
pursuant to the Purchase Agreement and in accordance with the terms of the previously announced Merger Agreement (as amended and supplemented by the terms of the Outlet Letter Agreement) among the Issuer, Transform Holdco and Merger Sub, Merger Sub
merged with and into the Issuer (the Merger), with the Issuer as the surviving corporation (the Surviving Corporation).
At the effective time of the Merger (the Effective Time) and in accordance with the terms of the Merger Agreement, each
outstanding share of Common Stock (other than shares of Common Stock (i) owned by the Reporting Persons or Transform Holdco, (ii) held in treasury by the Issuer or owned by any subsidiary of the Issuer or (iii) held by stockholders of
the Issuer who have demanded properly in writing appraisal for such shares of Common Stock in accordance with Section 262 of the Delaware General Corporation Law) was cancelled and automatically converted into the right to receive an amount in
cash equal to $3.21, without interest (the Merger Consideration). At the Effective Time and in accordance with the terms of the Merger Agreement, each of the shares of Common Stock held by Partners and Mr. Lampert was converted into
one one-thousandth of a share of common stock, par value $0.001 per share, of the Surviving Corporation (the Surviving Corporation Shares) (rounded to the nearest
one-thousandth of a Surviving Corporation Share).
In connection with the completion of the
Merger, Transform Holdco has undertaken a restructuring of certain of its subsidiaries and affiliated entities (the Restructuring) and Transform Holdcos rights and obligations under the Merger Agreement were assigned to Hometown
Midco LLC, a Delaware limited liability company and an affiliate of Transform Holdco and the Reporting Persons (Hometown Midco). As a result of the Merger Closing and the Restructuring, the Issuer became wholly owned by Hometown Midco,
Partners and Mr. Lampert, which are affiliates of one another.
The foregoing descriptions of the Merger Agreement, the Outlet Letter
Agreement and the Purchase Agreement are qualified in their entirety by reference to the Merger Agreement, the Outlet Letter Agreement and the Purchase Agreement, which are attached as Exhibit 99.11, Exhibit 99.16, and Exhibit 99.18 hereto,
respectively, and incorporated herein by reference into this Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an
admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.