U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

(Check One)o

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934orý

Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended January 28, 2017            Commission file number: 001-36692


SEARS CANADA INC.(Exact name of registrant as specified in its charter)

Canada(Province or other jurisdiction of
incorporation or organization)

5311(Primary Standard Industrial
Classification Code Number (if
applicable))

Not Applicable(I.R.S. Employer
Identification Number)


290 Yonge Street
Suite 700
Toronto, Ontario, Canada, M5B 2C3
(416) 941-4420(Address and Telephone Number of Registrant's Principal Executive Offices)

Torys LLP
1114 Avenue of the Americas
23rd Floor
New York, New York 10036-7703
Attention: Mile T. Kurta
(212) 880-6000(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)

Securities
registered or to be registered pursuant to Section 12(b) of the Act:None

Title of Each Class

Name of Exchange on Which RegisteredCommon Shares

The NASDAQ Capital Market


Securities
registered or to be registered pursuant to Section 12(g) of the Act:None

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging
growth company    o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.    o

For annual reports, indicate by check mark the information filed with this Form

ý    Annual Information Form

ý    Audited Annual Financial Statements


Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 101,877,662 Common Shares

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes  ý        No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files).

Yes  o        No  o





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FORM 40-F

Principal Documents

The following documents, filed as Exhibits 99.1 through 99.3 hereto, are hereby incorporated by reference into this
Annual Report on Form 40-F:



ADDITIONAL DISCLOSURE

Certifications and Disclosure Regarding Controls and Procedures

As
of the end of Sears Canada Inc.'s ("Sears Canada" or the "registrant") 52-week
period ended January 28, 2017, Sears Canada's principal executive officer and principal financial officer carried out an evaluation of the effectiveness of Sears Canada's "disclosure controls
and procedures" (as such term is defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")). Based upon that evaluation, Sears Canada's principal executive officer and and principal financial officer have concluded that as of the end of that fiscal year Sears
Canada's disclosure controls and procedures were effective to ensure that information required to be disclosed by Sears Canada in reports that it files or submits under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (the "SEC") rules
and forms and (ii) accumulated and communicated to the registrant's management, including its principal executive officer and and principal financial officer, to allow timely decisions
regarding required disclosure.

It
should be noted that, while Sears Canada's principal executive officer and principal financial officer believe that Sears Canada's disclosure controls and procedures provide a
reasonable level of assurance that they are effective, they do not expect that Sears Canada's disclosure controls and procedures or internal control over financial reporting will prevent all errors
and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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Notices Pursuant to Regulation BTR

None.

Audit Committee Financial Experts

Sears Canada's board of directors has determined that R. Raja Khanna, Deborah E. Rosati, and Graham Savage (chair), three members of
its audit committee, are "audit committee financial experts" (as such term is defined in Form 40-F) and are "independent" (as defined in the New York Stock
Exchange's listing standards).

Code of Ethics

Sears Canada has adopted a "code of ethics" (as that term is defined in Form 40-F), entitled (i) the Code of
Business Conduct that applies to all of its officers and employees; and (ii) the Code of Conduct for the Board of Directors of Sears Canada Inc. that applies to all of its directors
(together, the "Code of Ethics").

The
Code of Ethics is available for viewing on Sears Canada's website at www.sears.ca and is available in print to any shareholder who requests it. Requests for copies of the Code of
Ethics should be made by contacting: the Corporate Communications Department at 416-941-4422 or by email to invest@sears.ca.

All
amendments to the Code of Ethics, and all waivers of the Code of Ethics with respect to any director, officer or employee of Sears Canada, will be posted promptly on Sears Canada's
website.

Principal Accountant Fees and Services

Deloitte LLP ("Deloitte") is Sears Canada's external auditor. From time to time,
Deloitte has provided consulting and other non-audit services to Sears Canada and its subsidiaries.

The
information set forth under the heading "Audit Committee Information" of Sears Canada's annual information form for the 52-week period ended January 28, 2017, attached hereto
as Exhibit 99.1, is incorporated by reference herein.

The
audit committee of Sears Canada's board of directors has determined that the provision of these services is compatible with the maintenance of the independence of Deloitte.

Pre-Approval Policies and Procedures

Sears Canada has adopted policies and procedures with respect to the pre-approval of audit and permitted non-audit services to be
provided by Deloitte. The information set forth under "Appendix A  Schedule A" of Sears Canada's annual information form for the 52-week period
ended January 28, 2017, attached hereto as Exhibit 99.1, is incorporated by reference herein.

Off-Balance Sheet Arrangements

None.

Disclosure of Contractual Obligations

The information provided in management's discussion and analysis for the 52-week period ended January 28, 2017, attached hereto
as Exhibit 99.2, contains Sears Canada's disclosure of contractual obligations and is incorporated by reference herein.

Identification of the Audit Committee

Sears Canada has a separately-designated standing audit committee established in accordance with Section 3(a)(58) (A) of
the Exchange Act. The members of Sears Canada's audit committee are: R. Raja Khanna, Deborah E. Rosati, Graham Savage (chair).

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Mine Safety Disclosure

Not applicable.

NASDAQ Corporate Governance

Our common shares are quoted for trading on the NASDAQ Capital Market ("NASDAQ") under the symbol "SCC." As a Canadian corporation that
is a foreign private issuer listed on the NASDAQ, we are not required to comply with most of NASDAQ corporate governance standards, so long as we comply with Canadian corporate governance practices.
However, pursuant to NASDAQ Marketplace Rules we must disclose all differences between our corporate governance practices and those required to be followed by U.S. domestic issuers under
NASDAQ's corporate governance standards.

The
following is a summary of all ways in which our corporate governance practices differ from those required to be followed by U.S. domestic issuers under NASDAQ's corporate
governance standards.

Compensation Committee Composition

Rule 5605(d)(2) of the NASDAQ Marketplace Rules requires that each Compensation Committee member be an Independent Director, as
defined in Rule 5605(a)(2). With respect
to applicable Canadian laws regarding the independence requirements, National Policy 58-201 ("NP 58-201") sets forth the Canadian securities regulators' recommended best practices in
corporate governance. These are guidelines, and not law. NP 58-201 recommends that reporting issuers have a Compensation Committee composed entirely of Independent Directors, as defined
in National Instrument 52-110 ("NI 52-110"). Our four member Compensation Committee is comprised of three Independent Directors, as defined in Rule 5605(a)(2), and one
non-Independent Director. Information regarding the composition of our Compensation Committee is disclosed in our Annual Information Form for the 52-week period ended January 28, 2017, under
the heading "Directors and Executive Officers." Our Annual Information Form is attached to our Form 40-F filing as Exhibit 99.1.

Majority Independent Board

Rule 5605(b)(1) of the NASDAQ Marketplace Rules requires that a majority of the Board of Directors must be comprised of
Independent Directors, as defined in Rule 5605(a)(2). With respect to applicable Canadian laws regarding the independence requirements, the Toronto Stock Exchange requires that at least two
members of the Board of Directors be Independent, as defined in NI 52-110 and NP 58-201 recommends that a majority of the members of the Board of Directors should be independent. Our
eight member Board of Directors is comprised of four Independent Directors, as defined in Rule 5605(a)(2), and four non-Independent Directors. Information regarding our Board of Directors is
disclosed in our Annual Information Form for the 52-week period ended January 28, 2017, under the heading "Directors and Executive Officers." Our Annual Information Form is attached to
our Form 40-F filing as Exhibit 99.1.

Quorum Requirements

Rule 5620(c) of the NASDAQ Marketplace Rules requires that the minimum quorum requirement for a meeting of shareholders is
331/3% of the outstanding common shares. In addition, Rule 5620(c) requires that an issuer listed on NASDAQ state its quorum requirement in its by-laws. We follow applicable
Canadian laws with respect to quorum requirements. Our quorum requirement is set forth in our by-laws, and requires, at any meeting of shareholders, two persons present and each entitled to vote at
the meeting.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.    Undertaking.

The registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly,
when requested to do so by the SEC staff, information relating to: (i) the securities registered pursuant to Form 40-F; (ii) the securities in relation to which the obligation to
file an annual report on Form 40-F arises; or (iii) transactions in said securities.

B.    Consent to Service of Process.

The registrant has previously filed with the SEC a Form F-X in connection with the class of securities in relation to which the obligation to file this
report arises.

Any
change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the
file number of the registrant.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on
Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 26, 2017.

SEARS CANADA INC.By:

/s/ Billy WongName:

Billy WongTitle:

Chief Financial Officer


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EXHIBIT INDEX

Exhibit

Description99.1

Annual Information Form for the 52-week period ended January 28, 201799.2

Management's Discussion and Analysis for the 52-week period ended January 28, 201799.3

Consolidated Financial Statements and the notes related thereto for the 52-week period ended January 28, 201799.4

Certification of Executive Chairman pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
193499.5

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
193499.6

Section 1350 Certification of Executive Chairman99.7

Section 1350 Certification of Chief Financial Officer99.8

Consent of Deloitte LLP


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